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What changed in Star Bulk Carriers Corp.'s 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of Star Bulk Carriers Corp.'s 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+632 added−712 removedSource: 20-F (2025-03-19) vs 20-F (2024-03-13)

Top changes in Star Bulk Carriers Corp.'s 2024 20-F

632 paragraphs added · 712 removed · 477 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

113 edited+36 added−56 removed168 unchanged
Biggest changeIn order to manage our exposure to interest rate fluctuations under SOFR, we have and may from time to time use interest rate derivatives to effectively fix some of our floating rate debt obligations. No assurance can, however, be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements.
Biggest changeNo assurance can, however, be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives.
Such increased attention and activism related to ESG and similar matters (such as climate change) may hinder access to capital, as Market Participants may decide to reallocate capital or to decline to commit capital as a result of their assessment of a company’s ESG practices, and may also affect the commercial tradability of our vessels should our vessels fail to comply with charterers’ ESG requirements.
Such increased attention and activism related to ESG and similar matters (such as climate change) may hinder our access to capital, as Market Participants may decide to reallocate capital or to decline to commit capital as a result of their assessment of a company’s ESG practices, and may also affect the commercial tradability of our vessels should our vessels fail to comply with charterers’ ESG requirements.
For example, due to such increasing pressures from Market Participants to prioritize sustainable energy practices, reduce our carbon footprint, and promote sustainability, we may be required to implement more stringent ESG procedures or standards so that our existing and future Market Participants remain invested in us, make further investments in us and continue chartering our vessels.
For example, due to increasing pressures from Market Participants to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability, we may be required to implement more stringent ESG procedures or standards so that our existing and future Market Participants remain invested in us, make further investments in us and continue chartering our vessels.
Furthermore, certain Market Participants in the equity and debt capital markets may exclude transportation companies, such as us, from their investing portfolios altogether due to ESG factors, which may affect our ability to grow, as our plans for growth may include accessing the foregoing markets.
Furthermore, certain Market Participants in the equity and debt capital markets may exclude transportation companies, such as us, from their investing portfolios altogether due to ESG factors, which may affect our ability to grow, as our plans for growth may include accessing such markets.
From time to time on charterers’ instructions, our vessels have called and may again call at ports located in countries subject to sanctions and embargoes imposed by the United States, the European Union, the United Nations and other governments and their agencies, including ports in Iran .
From time to time on charterers’ instructions, our vessels have called and may again call at ports located in countries subject to sanctions and embargoes imposed by the United States, the European Union, the United Nations and other governments and their agencies, including ports in Iran and Russia.
Risk Factors Risk Factor Summary Risks Related to Our Industry · Our results of operations and financial condition depend significantly on charter rates for dry bulk vessels, which may be highly volatile and are affected by macroeconomic factors outside of our control; · Global economic conditions may continue to negatively impact the dry bulk shipping industry and may materially affect our results of operations and financial condition; · A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale; · We are subject to complex laws and regulations, including environmental regulations, international safety regulations and vessel requirements imposed by classification societies that can adversely affect the cost, manner or feasibility of doing business; · The operation of dry bulk carriers entails certain operational risks that could affect our earnings and cash flow; · If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government, the European Union (“EU”), the United Nations (“UN”) or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common shares; 6 Table of Contents · Fuel or bunker prices and marine fuel availability have adversely affected our profitability and may adversely affect our profitability in the future; · Failure to comply with the U.S.
Risk Factors Risk Factor Summary Risks Related to Our Industry • Our results of operations and financial condition depend significantly on charter rates for dry bulk vessels, which may be highly volatile and are affected by macroeconomic factors outside of our control; • Global economic conditions may continue to negatively impact the dry bulk shipping industry and may materially affect our results of operations and financial condition; • A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale; • We are subject to complex laws and regulations, including environmental regulations, international safety regulations and vessel requirements imposed by classification societies that can adversely affect the cost, manner or feasibility of doing business; • The operation of dry bulk carriers entails certain operational risks that could affect our earnings and cash flow; • If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government, the EU, the United Nations (“UN”) or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common shares; 6 Table of Contents • Fuel or bunker prices and marine fuel availability have adversely affected our profitability and may adversely affect our profitability in the future; • Failure to comply with the U.S.
The aging of our fleet and our practice of purchasing and operating secondhand vessels may result in increased operating costs and vessels off- hire, which could adversely affect our earnings. Our current business strategy includes additional growth which may, in addition to the acquisition of newbuilding vessels, include the acquisition of modern secondhand vessels.
The aging of our fleet and our practice of purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings. Our current business strategy includes additional growth which may, in addition to constructing newbuilding vessels, include the acquisition of modern secondhand vessels.
These incremental transaction-related costs may exceed the savings Star Bulk expects to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the near term and in the event, there are material unanticipated costs.
These incremental transaction-related costs may exceed the savings Star Bulk expects to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the near term and in the event there are any material unanticipated costs.
Risks Related to Our Corporate Structure and Our Common Shares · We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments; · We may need to raise additional capital in the future, which may not be available on favorable terms or at all or which may dilute our common stock or adversely affect its market price; · Our financing arrangements impose a number of restrictions on our ability to pay dividends, and we may not be able to pay dividends even though we have an established dividend policy; · The price of our common shares may be highly volatile; and · Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger or acquisition, or could make it difficult for our shareholders to replace or remove our current Board of Directors, which could adversely affect the market price of our common shares.
Risks Related to Our Corporate Structure and Our Common Shares • We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments; 7 Table of Contents • We may need to raise additional capital in the future, which may not be available on favorable terms or at all or which may dilute our common stock or adversely affect its market price; • Our financing arrangements impose a number of restrictions on our ability to pay dividends, and we may not be able to pay dividends even though we have an established dividend policy; • The price of our common shares may be highly volatile; and • Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger or acquisition, or could make it difficult for our shareholders to replace or remove our current Board of Directors, which could adversely affect the market price of our common shares.
Our future growth will primarily depend upon a number of factors, some of which may not be within our control, including our ability to: identify suitable dry bulk carriers, including newbuilding slots at shipyards and/or shipping companies for acquisitions at attractive prices; obtain required financing for our existing and new operations; identify businesses engaged in managing, operating or owning dry bulk carriers for acquisitions or joint ventures; integrate any acquired dry bulk carriers or businesses successfully with our existing operations, including obtaining any approvals and qualifications necessary to operate vessels that we acquire; hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet; identify new markets; enhance our customer base; and improve our operating, financial and accounting systems and controls.
Our future growth will primarily depend upon a number of factors, some of which may not be within our control, including our ability to: identify suitable dry bulk carriers, including newbuilding slots at shipyards and/or shipping companies for acquisitions at attractive prices; obtain required financing for our existing and new operations; identify businesses engaged in managing, operating or owning dry bulk carriers for acquisitions or joint ventures; integrate any acquired dry bulk carriers or businesses successfully with our existing operations, 18 Table of Contents including obtaining any approvals and qualifications necessary to operate vessels that we acquire; hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet; identify new markets; enhance our customer base; and improve our operating, financial and accounting systems and controls.
Furthermore, the recent Houthi seizures and attacks on commercial vessels in the Red Sea and the Gulf of Aden have impacted the global economy as some companies have decided to reroute vessels to avoid the Suez Canal and Red Sea.
Furthermore, Houthi seizures and attacks on commercial vessels in the Red Sea and the Gulf of Aden have impacted the global economy as some companies have decided to reroute vessels to avoid the Suez Canal and Red Sea.
Investors are encouraged to consult their own tax advisors concerning the overall tax consequences of the ownership of our common shares arising in an investor’s particular situation under U.S. federal, state, local and foreign law. 24 Table of Contents The Internal Revenue Service could treat us as a “passive foreign investment company,” (or “PFIC”) which could have adverse U.S. federal income tax consequences to U.S. shareholders.
Investors are encouraged to consult their own tax advisors concerning the overall tax consequences of the ownership of our common shares arising in an investor’s particular situation under U.S. federal, state, local and foreign law. 20 Table of Contents The Internal Revenue Service could treat us as a “passive foreign investment company,” (or “PFIC”) which could have adverse U.S. federal income tax consequences to U.S. shareholders.
However, if we do not adapt to or comply with such evolving expectations and standards, or are perceived to have failed to respond appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and our business, financial condition, and/or stock price could be materially and adversely affected.
However, if we do not adapt to or comply with such evolving expectations and standards, or are perceived to have failed to respond appropriately to the growing concern surrounding ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely affected.
Major Shareholders.” Furthermore, pursuant to our two currently effective, At-the-Market offering programs, we may offer and sell a number of our common shares, having an aggregate offering price of up to $150.0 million at any time and from time to time. As of December 31, 2023, cumulative gross proceeds under our At-the-Market offering programs were $33.6 million.
Major Shareholders.” Furthermore, pursuant to our two currently effective At-the-Market offering programs, we may offer and sell a number of our common shares, having an aggregate offering price of up to $150.0 million at any time and from time to time. As of December 31, 2024, cumulative gross proceeds under our At-the-Market offering programs were $33.6 million.
Our future success depends, in part, upon our ability to realize the anticipated benefits and cost savings from combining our and Eagle’s businesses, including the need to integrate the operations and business of Eagle into our existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with customers, vendors, industry contacts and business partners.
Our future success depends, in part, upon our ability to realize the anticipated benefits and cost savings from combining our and Eagle’s businesses, including the need to integrate the operations and business of Eagle in an efficient and timely manner, to combine systems and management controls and to integrate relationships with customers, vendors, industry contacts and business partners.
If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness.
If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which could have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness.
The price and supply of fuel are unpredictable and fluctuate based on events outside our control, including geopolitical developments (such as the ongoing conflicts between Russia and Ukraine and between Israel and Hamas), supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.
The price and supply of fuel are unpredictable and fluctuate based on events outside our control, including geopolitical developments (such as the ongoing conflicts between Russia and Ukraine and between Israel and Hamas and related conflicts in the Middle East), supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.
Realization of the anticipated benefits in the Eagle Merger will depend, in part, on the ability of Star Bulk and Eagle to successfully integrate their operations in an efficient and timely manner and without adversely affecting current revenues and investments in future growth.
Realization of the anticipated benefits in the Eagle Merger will depend, in part, on the ability of Star Bulk and Eagle to continue to integrate their operations in an efficient and timely manner and without adversely affecting current revenues and investments in future growth.
These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative effect on our business, financial condition, cash flows, results of operations and our ability to pay dividends. 13 Table of Contents The operation of dry bulk carriers entails certain operational risks that could affect our earnings and cash flow.
These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative effect on our business, financial condition, cash flows, results of operations and our ability to pay dividends. The operation of dry bulk carriers entails certain operational risks that could affect our earnings and cash flow.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and time- and attention-consuming for our senior management. Because we collect almost all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could have an adverse impact on our results of operations.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and time- and attention-consuming for our senior management. Because we collect most of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could have an adverse impact on our results of operations.
The international shipping industry faces risks inherent to global operations. Our vessels and their cargoes risk damage or loss as a result of events including, but not limited to, marine disasters, bad weather, mechanical failures, human error, environmental accidents, war, terrorism, piracy and other circumstances or events.
The international shipping industry faces risks inherent to global operations. Our vessels and their cargoes risk damage or loss as a result of events including, but not limited to, marine disasters, bad weather, mechanical failures, human error, 12 Table of Contents environmental accidents, war, terrorism, piracy and other circumstances or events.
Factors that influence the demand for dry bulk vessel capacity include: 8 Table of Contents supply of and demand for energy resources, commodities, and semi-finished consumer and industrial products and the location of consumption versus the location of their regional and global exploration, production or manufacturing facilities; the globalization of production and manufacturing; global and regional economic and political conditions and developments, including armed conflicts such as the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, the recent Houthi seizures and attacks on vessels traveling through the Red Sea and the Gulf of Aden and terrorist activities; natural disasters and weather; pandemics; embargoes and strikes; disruptions and developments in international trade, including trade disputes or the imposition of tariffs on various commodities or finished goods; changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; environmental and other legal regulatory developments; and currency exchange rates.
Factors that influence the demand for dry bulk vessel capacity include: supply of and demand for energy resources, commodities, and semi-finished consumer and industrial products and the location of consumption versus the location of their regional and global exploration, production or manufacturing facilities; the globalization of production and manufacturing; global and regional economic and political conditions and developments, including armed conflicts such as the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas and related conflicts in the Middle East, the Houthi seizures and attacks on vessels traveling through the Red Sea and the Gulf of Aden and terrorist activities; natural disasters and weather; pandemics; embargoes and strikes; disruptions and developments in international trade, including trade disputes or the imposition of tariffs on various commodities or finished goods; changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; environmental and other legal regulatory developments; and currency exchange rates.
While IMO has set specific targets for 2030 and 2050 within the scope of its GHG emissions reduction strategy, currently only short-term measures have been adopted thus far, which we do not believe at this time will require material capital expenditures.
While IMO has set specific GHG emissions reduction targets for 2030 and 2050 within the scope of its GHG emissions reduction strategy, only short-term measures have been adopted thus far, which we do not currently believe will require material capital expenditures.
Our payment of these calls and any significant loss or liability for which we are not insured could have a material adverse effect on our business and financial condition. 19 Table of Contents We depend upon third-party and/or affiliated managers to provide the technical management of our fleet.
Our payment of these calls and any significant loss or liability for which we are not insured could have a material adverse effect on our business and financial condition. We depend upon third-party and/or affiliated managers to provide the technical management of our fleet.
If our expenditures on such costs and fees were significant, and the U.S. dollar were weak against such currencies, our business, results of operations, cash flows, financial condition and ability to pay dividends could be adversely affected. Our operating results are subject to seasonal fluctuations.
If our expenditures on such costs and fees were significant, and the U.S. dollar were weak against such currencies, our business, results of operations, cash flows, financial condition and ability to pay dividends could be adversely affected. 14 Table of Contents Our operating results are subject to seasonal fluctuations.
We intend to issue additional common shares in the future. Our shareholders may incur dilution from any future equity offering and upon the issuance of additional common shares pursuant to our equity incentive plans. 28 Table of Contents We may fail to meet the continued listing requirements of Nasdaq, which could cause our common shares to be delisted.
We intend to issue additional common shares in the future. Our shareholders may incur dilution from any future equity offering and upon the issuance of additional common shares pursuant to our equity incentive plans. We may fail to meet the continued listing requirements of Nasdaq, which could cause our common shares to be delisted.
These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium. 29 Table of Contents
These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium.
Concerns over inflation, rising interest rates and the availability and cost of capital, as well as geopolitical issues, including acts of war and recent turmoil and hostilities in various regions, including Iraq, North Korea, Venezuela, North Africa, Ukraine, Israel and Palestine have contributed to increased volatility and diminished expectations for the economy and the markets going forward.
Concerns over inflation, high interest rates and the availability and cost of capital, as well as geopolitical issues, including acts of war and recent turmoil and hostilities in various regions, including Iraq, North Korea, Venezuela, North Africa, Ukraine, Israel, Palestine and the Middle East have contributed to increased volatility and diminished expectations for the economy and the markets going forward.
Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our revenues. 15 Table of Contents Failure to comply with the U.S.
Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our revenues. Failure to comply with the U.S.
If any vessel does not comply (i.e. fails to maintain its class or fails any annual, intermediate or special survey) the vessel will be unable to trade between ports and will be unemployable and uninsurable until such failures are remedied, which could negatively impact our results of operations and financial condition.
If any vessel does not comply (i.e. fails to maintain its class or fails any annual, intermediate or special survey) the vessel may be unable to trade between ports, may be unemployable and uninsurable until such failures are remedied or may be liable to penalties, which could negatively impact our results of operations and financial condition.
The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, depends on computer hardware and software systems, which are increasingly vulnerable to security breaches and other disruptions.
The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, depends on computer hardware and software systems, which are increasingly vulnerable 16 Table of Contents to security breaches and other disruptions.
Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by events in Russia, Ukraine, Israel and Palestine, which could adversely affect our operations.
Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by events in Russia, Ukraine, Israel, Palestine and the Middle East, which could adversely affect our operations.
The diversion of management’s attention and any delays or difficulties encountered in connection with the Eagle Merger and the subsequent coordination of the two companies’ operations could have an adverse effect on the business, financial results, financial condition or the share price of Star Bulk following the Eagle Merger. The coordination process may also result in additional and unforeseen expenses.
The diversion of management’s attention and any delays or difficulties encountered in connection with the coordination of the two companies’ operations could have an adverse effect on the business, financial results, financial condition or the share price of Star Bulk. The coordination process may also result in additional and unforeseen expenses.
As a result, it may be difficult or impossible for you to bring an action against us or against our directors and officers in the United States if you believe that your rights have been infringed under securities laws or otherwise.
As a result, it may be difficult or impossible for you to bring an action against us or against our directors and officers in the United States if you believe that your rights have been infringed under U.S. federal or state securities laws or otherwise.
Further, fuel may become much more expensive in the future, which may reduce our profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.
Further, fuel may become much more expensive in the future, which may reduce our profitability and the competitiveness of our business versus other forms 13 Table of Contents of transportation, such as truck or rail.
For example, although our Board of Directors currently includes nine members who would likely be deemed independent under the Nasdaq rules, we may in the future have less than a majority of directors who would be deemed independent, as permitted under Marshall Islands law.
For example, although our Board of Directors currently includes seven members who are independent under the Nasdaq rules, we may in the future have less than a majority of directors who would be deemed independent, as permitted under Marshall Islands law.
We collect almost all of our revenues in U.S. dollars, and the majority of our expenses are denominated in U.S. dollars. However, a portion of our ship operating and administrative expenses are denominated in currencies other than U.S. dollars.
We collect most of our revenues in U.S. dollars, and the majority of our expenses are denominated in U.S. dollars. However, a portion of our ship operating and administrative expenses are denominated in currencies other than U.S. dollars.
Our future results will suffer if we do not effectively manage our expanded operations following the Eagle Merger.
Our future results may suffer if we do not effectively manage our expanded operations following the Eagle Merger.
There can be no assurance that we will remain in compliance with Nasdaq’s listing qualification rules, or that our common shares will not be delisted, which could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares and could cause a default under certain senior secured credit facilities.
There can be no assurance that we will remain in compliance with Nasdaq’s listing qualification rules, or that our common shares will not be delisted, which could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares and could cause a default under certain senior secured credit facilities. 24 Table of Contents The price of our common shares may be highly volatile.
Since we expect to primarily employ our vessels in the spot market, we expect that vessel fuel, known as bunkers, will be one of the largest single expense items in our shipping operations for our vessels. Changes in fuel prices have adversely affected our profitability and may adversely affect our profitability in the future.
Fuel, or bunker, prices and marine fuel availability have adversely affected our profitability and may adversely affect our profitability in the future. Since we expect to primarily employ our vessels in the spot market, we expect that vessel fuel, known as bunkers, will be one of the largest single expense items in our shipping operations for our vessels.
Risks Related to Taxation · A change in tax laws, treaties or regulations, or their interpretation could result in a significant negative impact on our earnings and cash flows from operations; and · The Internal Revenue Service could treat us as a “passive foreign investment company,” (or “PFIC”) which could have adverse U.S. federal income tax consequences to U.S. shareholders. 7 Table of Contents Risks Related to Our Relationships with Mr.
Risks Related to Taxation • A change in tax laws, treaties or regulations, or their interpretation could result in a significant negative impact on our earnings and cash flows from operations; and • The Internal Revenue Service could treat us as a “passive foreign investment company,” (or “PFIC”) which could have adverse U.S. federal income tax consequences to U.S. shareholders.
By May 4, 2023, we collected the total corresponding insurance value of this vessel. The ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas and the recent Houthi attacks and seizures of vessels may lead to further regional and international conflicts or armed action.
By May 4, 2023, we collected the total corresponding insurance value of this vessel. The ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas and related conflicts in the Middle East and the Houthi attacks and seizures of vessels may lead to further regional and international conflicts or armed action.
Even in the absence of climate control legislation and regulations, our business and operations may be materially affected to the extent that climate change results in sea level changes or more intense weather events. For additional information see “Item 4. Information on the Company –– B.
Even in the absence of climate control legislation and regulations, our business and operations may be materially affected to the extent that climate change results in sea level changes or more frequent or intense weather events. For additional information see “Item 4. Information on the Company––B. Business Overview––Environmental and Other Regulations in the Shipping Industry”.
Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent which may have a material adverse effect on our financial condition. 20 Table of Contents We may have difficulty managing our planned growth properly. Historically, we have grown through acquisitions and building newbuilding vessels.
Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent which may have a material adverse effect on our financial condition. We may have difficulty managing our planned growth properly. Historically, we have grown through acquisitions of secondhand vessels and constructing newbuilding vessels.
While many of these measures have since been relaxed, we cannot predict whether and to what degree such measures will be reinstituted in the event of any resurgence in COVID-19 or any new variants thereof, which may adversely affect global economic activity and could have a material adverse effect on the Company’s future business, results of operations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the Company’s ability to pay dividends.
While many of these measures have since been relaxed, we cannot predict whether and to what degree such measures will be reinstituted in the event of future epidemics, which may adversely affect global economic activity and could have a material adverse effect on the Company’s future business, results of operations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the Company’s ability to pay dividends.
It is unknown whether and to what extent new tariffs (or other new laws or regulations) will be adopted, or the effect that any such actions would have on us or our industry.
It is unknown whether and to what extent additional tariffs (or other new laws or regulations) will be adopted by the second Trump administration, or the effect that any such actions would have on us or our industry.
If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government, the European Union (“EU”), the United Nations (“UN”), or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common shares.
If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government, the EU, the UN or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common shares.
Future sales of our common shares could cause the market price of our common shares to decline. Our Articles of Incorporation authorize us to issue 300,000,000 common shares, of which 84,016,892 shares were issued and outstanding as of December 31, 2023. In addition, certain shareholders hold registration rights, see “Item 7. Major Shareholders and Related Party Transactions –– A.
Future sales of our common shares could cause the market price of our common shares to decline. Our Articles of Incorporation authorize us to issue 300,000,000 common shares, of which 117,630,112 shares were issued and outstanding as of December 31, 2024. In addition, certain shareholders hold registration rights, see “Item 7. Major Shareholders and Related Party Transactions––A.
We may not be adequately insured to cover losses from acts of terrorism, piracy, regional conflicts and other armed actions, which could have a material adverse effect on our results of operations, financial condition and ability to pay dividends.
We may not be adequately insured to cover losses from acts of terrorism, piracy, regional conflicts and other armed actions, which could have a material adverse effect on our results of operations, financial condition and ability to pay dividends. Crew costs could also increase in such circumstances.
We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business. Our success depends in large part on our ability to attract and retain highly skilled and qualified personnel, both shoreside personnel and crew. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work.
Our success depends in large part on our ability to attract and retain highly skilled and qualified personnel, both shoreside personnel and crew. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work.
If we are not able to borrow additional funds, raise other capital or utilize available cash on hand, we may not be able to acquire our vessels under construction, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If we are not able to complete the abovementioned debt financing, raise other capital or utilize available cash on hand, we may not be able to acquire our vessels under construction, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
While we do not expect our Chief Executive Officer, Mr. Petros Pappas, will have any material relationships with any companies in the dry bulk shipping industry other than us, he will continue to be involved in other areas of the shipping industry, which could cause conflicts of interest not in the best interest of us or our shareholders.
Petros Pappas, will have any material relationships with any companies in the dry bulk shipping industry other than us, he will continue to be involved in other areas of the shipping industry, which could cause conflicts of interest not in the best interest of us or our shareholders.
We are incorporated under the laws of the Republic of the Marshall Islands and certain of our subsidiaries are also incorporated under the laws of the Republic of the Marshall Islands, Liberia, British Virgin Islands , Cyprus, Singapore and Germany, and we conduct operations in countries around the world. The Marshall Islands has passed an act implementing the U.N.
We are incorporated under the laws of the Republic of the Marshall Islands and certain of our subsidiaries are also incorporated under the laws of the Republic of the Marshall Islands, Liberia, Singapore and Delaware, United States, and we conduct operations in countries around the world. The Marshall Islands has passed an act implementing the U.N.
A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale.
A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale. 10 Table of Contents The fair market values of dry bulk vessels have generally experienced high volatility.
If a default occurs under our credit facilities, the lenders could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets (considering the cross default provisions included in our debt agreements), which would have a material adverse effect on our business, results of operations and financial condition. 17 Table of Contents An increase in the Secured Overnight Finance Rate could affect our earnings and cash flow.
If a default occurs under our credit facilities, the lenders could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets (considering the cross default provisions included in our debt agreements), which would have a material adverse effect on our business, results of operations and financial condition.
Pappas, Oaktree and Other Parties · Members of management and our directors may have relationships and affiliations with other entities that could create conflicts of interest.
Risks Related to Our Relationships with Mr. Pappas and Other Parties • Members of management and our directors may have relationships and affiliations with other entities that could create conflicts of interest.
As such, any bankruptcy action involving our Company would have to be initiated outside of the Marshall Islands, and our shareholders and creditors may experience delays in their ability to recover their claims after any such insolvency or bankruptcy. The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict.
As such, any bankruptcy action involving our Company would have to be initiated outside of the Marshall Islands, and our shareholders and creditors may experience delays in their ability to recover their claims after any such insolvency or bankruptcy.
Star Bulk will be required to devote significant management attention and resources to integrating its business practices and support functions, including aligning policies and internal controls of the two companies.
Star Bulk is devoting significant management attention and resources to integrating its business practices and support functions, including aligning policies and internal controls of the two companies.
In addition, the foregoing events could result in violations of applicable privacy and other laws. If confidential information is inappropriately accessed and used by a third-party or an employee for illegal purposes, we may be responsible to the affected individuals for any losses they may have incurred as a result of misappropriation.
If confidential information is inappropriately accessed and used by a third-party or an employee for illegal purposes, we may be responsible to the affected individuals for any losses they may have incurred as a result of misappropriation.
The past financial performance of each of Star Bulk and Eagle may not be indicative of the future financial performance of Star Bulk following completion of the Eagle Merger.
Star Bulk and Eagle operated independently until the completion of the Eagle Merger, and the past financial performance of each of Star Bulk and Eagle before the completion of the Eagle Merger may not be indicative of the future financial performance of Star Bulk.
The unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
The unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could have a material adverse effect on our business, results of operations, cash flows and financial condition. For example, in July 2024, a software update by CrowdStrike Holdings, Inc.
We are exposed to market risk from changes in interest rates because obligations under our bank loans and lease financings bear interest at rates that fluctuate with the financial markets, and our interest expense is affected by changes in the general level of interest rates.
An increase in the Secured Overnight Finance Rate could affect our earnings and cash flow. We are exposed to market risk from changes in interest rates because obligations under our bank loans and lease financings bear interest at rates that fluctuate with the financial markets, and our interest expense is affected by changes in the general level of interest rates.
In addition, as a FPI we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic companies whose securities are registered under the Exchange Act.
In addition, as a FPI we 22 Table of Contents are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic companies whose securities are registered under the Exchange Act. See “Item 16G. Corporate Governance” for further details.
In addition, if we are not able to obtain higher charter rates to compensate for any crew cost and salary increases, or if we cannot hire, train and retain a sufficient number of qualified employees, we may be unable to manage, maintain and grow our business, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 21 Table of Contents Risks Related to the Eagle Merger The completion of the Eagle Merger is subject to a number of conditions and the Eagle Merger Agreement may be terminated in accordance with its terms.
In addition, if we are not able to obtain higher charter rates to compensate for any crew cost and salary increases, or if we cannot hire, train and retain a sufficient number of qualified employees, we may be unable to manage, maintain and grow our business, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 19 Table of Contents Risks Related to the Eagle Merger We may not realize all of the anticipated benefits of the Eagle Merger or those benefits may take longer to realize than expected.
Furthermore, certain of our outstanding financing arrangements restrict the ability of some of our subsidiaries to pay us dividends under certain circumstances, such as if an event of default exists.
We do not intend to obtain funds from other sources to pay dividends. Furthermore, certain of our outstanding financing arrangements restrict the ability of some of our subsidiaries to pay us dividends under certain circumstances, such as if an event of default exists.
A disruption to the information system of any of our vessels could lead to, among other things, incorrect routing, collision, grounding and propulsion failure. Beyond our vessels, we rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent security breaches.
A disruption to the information system of any of our vessels, whether or not it is caused by a malicious actor, could lead to, among other things, incorrect routing, collision, grounding and propulsion failure. Beyond our vessels, we rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems.
Furthermore, the dry bulk shipping industry is volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period. In addition, any new shares of common stock issued will increase the cash required to pay future dividends.
Furthermore, the dry bulk shipping industry is volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period.
In addition, the majority of our directors and officers are or will be non-residents of the United States and all or a substantial portion of the assets of these non- residents are located outside of the United States.
We are organized under the laws of the Marshall Islands and substantially all of our assets are located outside of the United States. In addition, the majority of our directors and officers are non-residents of the United States and all or a substantial portion of the assets of these non-residents are located outside of the United States.
In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations, given that they may impose technological and other requirements upon our vessels.
In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations, given that they may impose technological and other requirements upon our vessels. 8 Table of Contents As described above, many of the factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.
As a result, a change in market interest rates could have an adverse effect on our earnings and cash flow. As of December 31, 2023, our obligations under our bank loans and lease financings bear interest at SOFR plus a margin. Between the start of 2022 and the end of 2023, SOFR increased from 0.05% to 5.38%.
As a result, a change in market interest rates could have an adverse effect on our earnings and cash flow. As of December 31, 2024, our obligations under our bank loans and lease financings bear interest at SOFR plus a margin.
If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated, such changes could have an adverse effect on our business, financial condition, and results of operations. 10 Table of Contents Relatively weak global economic conditions have had and may continue to have a number of adverse consequences for dry bulk and other shipping sectors, including, among other things; low charter rates, particularly for vessels employed on short-term time charters or in the spot market; decreases in the market value of dry bulk vessels and limited secondhand market for the sale of vessels; limited financing for vessels; widespread loan covenant defaults; and declaration of bankruptcy by certain vessel operators, vessel owners, shipyards and charterers.
Relatively weak global economic conditions have had and may continue to have a number of adverse consequences for dry bulk and other shipping sectors, including, among other things; low charter rates, particularly for vessels employed on short-term time charters or in the spot market; decreases in the market value of dry bulk vessels and limited secondhand market for the sale of vessels; limited financing for vessels; widespread loan covenant defaults; and declaration of bankruptcy by certain vessel operators, vessel owners, shipyards and charterers.
Inflation and rising interest rates may raise the cost of acquiring capital, increase our operating costs and generally reduce economic growth, disrupting global trade and shipping.
Inflation and continued high interest rates have in recent times, and may continue to raise the cost of acquiring capital, increase our operating costs, increase interest expenses and generally reduce economic growth, disrupting global trade and shipping.
Even if you are successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against our assets or the assets of our directors or officers. 27 Table of Contents We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law.
Even if you are successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against our assets or the assets of our directors or officers.
Business Overview –– Environmental and Other Regulations in the Shipping Industry”. 12 Table of Contents Increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our ESG practices may impose additional costs on us or expose us to additional risks.
Increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our ESG practices may impose additional costs on us or expose us to additional risks.
Initially, we expect that each of our executive officers will devote a substantial portion of his/her business time to the management of our Company. 25 Table of Contents Our executive officers may devote less time to us than if they were not engaged in other business activities and may owe fiduciary duties to the shareholders of other companies with which they may be affiliated, including those companies listed above.
Our executive officers may devote less time to us than if they were not engaged in other business activities and may owe fiduciary duties to the shareholders of other companies with which they may be affiliated, including those companies listed above.
Should additional medium-term measures be adopted and come into force, including market-based measures to put a price on carbon emissions, we may need to incur additional capital expenditures to comply with the relevant GHG emission regulations.
Once additional medium-term measures are adopted and come into force, including market-based measures that put a price on carbon emissions, which are expected to be decided by the IMO in 2025 for implementation in 2027, we may need to incur additional capital expenditures to comply with the relevant GHG emissions regulations.
Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation.
Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. War, terrorism, civil unrest and governmental actions in these and surrounding countries may adversely affect investor perception of the value of our common stock.
While we have installed scrubbers on 108 vessels out of the 112 vessels in our fleet, as of the date of this annual report, pursuant to IMO sulfur cap regulations, we may be required in the future to expend more capital to modify, upgrade or replace vessels as a result of new climate- or GHG- related rules and regulations.
While we have Exhaust Gas Cleaning Systems (“EGCS” or “scrubbers”) fitted on 148 of the 153 vessels in our fleet on a fully delivered basis, as of the date of this annual report, pursuant to IMO sulfur cap regulations, we may be required in the future to expend more capital to modify, upgrade or replace vessels as a result of new 11 Table of Contents climate- or GHG-related rules and regulations.
However, if there were a change in the requirements or interpretation thereof, or if there were an unexpected change to our operations, any such change could result in noncompliance with the economic substance legislation and related fines or other penalties, increased monitoring and audits, and dissolution of the non-compliant entity, which could have an adverse effect on our business, financial condition or operating results.
However, if there were a change in the requirements or interpretation thereof, or if there were an unexpected change to our operations, any such change could result in noncompliance with the economic substance legislation and related fines, financial or other penalties, spontaneous disclosure regarding information to foreign tax officials, increased monitoring and audits, and dissolution of the non-compliant entity, which could be struck from the register of companies in related jurisdictions.
The weakness in the global economy has caused, and may continue to cause, a decrease in worldwide demand for certain goods and, thus, shipping. 9 Table of Contents Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures.
Our business could also be materially and adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

167 edited+42 added−46 removed162 unchanged
Biggest changeIn addition, these vessels are fitted with the latest available and most fuel-efficient main engine produced by MAN B&W, a shaft generator and Alternate Marine Power optionality, all of which help to ensure best-in-class daily fuel consumption and emissions reductions. 34 Table of Contents The following tables summarize key information about our operating fleet, as of the date of this annual report: Operating Fleet Date Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 1 Sea Diamond Shipping LLC Goliath 209,537 July 15, 2015 2015 2 Star Ennea LLC Star Gina 2GR 209,475 February 26, 2016 2016 3 Coral Cape Shipping LLC Maharaj 209,472 July 15, 2015 2015 4 Pearl Shiptrade LLC Gargantua 209,529 April 2, 2015 2015 5 Star Castle II LLC Star Leo 207,939 May 14, 2018 2018 6 ABY Eleven LLC Star Laetitia 207,896 August 3, 2018 2017 7 Domus Shipping LLC Star Ariadne 207,812 March 28, 2017 2017 8 Star Breezer LLC Star Virgo 207,810 March 1, 2017 2017 9 Star Seeker LLC Star Libra 207,765 June 6, 2016 2016 10 ABY Nine LLC Star Sienna 207,721 August 3, 2018 2017 11 Clearwater Shipping LLC Star Marisa 207,709 March 11 2016 2016 12 ABY Ten LLC Star Karlie 207,566 August 3, 2018 2016 13 Star Castle I LLC Star Eleni 207,555 January 3, 2018 2018 14 Festive Shipping LLC Star Magnanimus 207,526 March 26, 2018 2018 15 New Era II Shipping LLC Debbie H 206,861 May 28, 2019 2019 16 New Era III Shipping LLC Star Ayesha 206,852 July 15, 2019 2019 17 New Era I Shipping LLC Katie K 206,839 April 16, 2019 2019 18 Cape Ocean Maritime LLC Leviathan 182,511 September 19, 2014 2014 19 Cape Horizon Shipping LLC Peloreus 182,496 July 22, 2014 2014 20 Star Nor I LLC Star Claudine 181,258 July 6, 2018 2011 21 Star Nor II LLC Star Ophelia 180,716 July 6, 2018 2010 22 Sandra Shipco LLC Star Pauline 180,274 December 29, 2014 2008 23 Christine Shipco LLC Star Martha 180,274 October 31, 2014 2010 24 Star Nor III LLC Star Lyra 179,147 July 6, 2018 2009 25 Star Regg V LLC Star Borneo 178,978 January 26, 2021 2010 26 Star Regg VI LLC Star Bueno 178,978 January 26, 2021 2010 27 Star Regg IV LLC Star Marilena 178,978 January 26, 2021 2010 28 Star Regg I LLC Star Marianne 178,906 January 14, 2019 2010 29 Star Regg II LLC Star Janni 178,978 January 7, 2019 2010 30 Star Trident V LLC Star Angie 177,931 October 29, 2014 2007 31 Global Cape Shipping LLC Kymopolia 176,990 July 11, 2014 2006 32 Star Trident XXV LLC Star Triumph 176,343 December 8, 2017 2004 33 ABY Fourteen LLC Star Scarlett 175,649 August 3, 2018 2014 34 ABY Fifteen LLC Star Audrey 175,125 August 3, 2018 2011 35 ABY I LLC Star Paola 115,259 August 3, 2018 2011 36 ABM One LLC Star Eva 106,659 August 3, 2018 2012 37 Nautical Shipping LLC Amami 98,681 July 11, 2014 2011 38 Majestic Shipping LLC Madredeus 98,681 July 11, 2014 2011 39 Star Sirius LLC Star Sirius 98,681 March 7, 2014 2011 40 Star Vega LLC Star Vega 98,681 February 13, 2014 2011 41 ABY II LLC Star Aphrodite 92,006 August 3, 2018 2011 42 Augustea Bulk Carrier LLC Star Piera 91,951 August 3, 2018 2010 35 Table of Contents Date Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 43 Augustea Bulk Carrier LLC Star Despoina 91,951 August 3, 2018 2010 44 Star Trident I LLC Star Kamila 82,769 September 3, 2014 2005 45 Star Nor IV LLC Star Electra 83,494 July 6, 2018 2011 46 Star Alta I LLC Star Angelina 82,981 December 5, 2014 2006 47 Star Alta II LLC Star Gwyneth 82,790 December 5, 2014 2006 48 Star Nor VI LLC Star Luna 82,687 July 6, 2018 2008 49 Star Nor V LLC Star Bianca 82,672 July 6, 2018 2008 50 Grain Shipping LLC Pendulum 82,619 July 11, 2014 2006 51 Star Trident XIX LLC Star Maria 82,598 November 5, 2014 2007 52 Star Trident XII LLC Star Markella 82,594 September 29, 2014 2007 53 ABY Seven LLC Star Jeanette 82,566 August 3, 2018 2014 54 Star Trident IX LLC Star Danai 82,574 October 21, 2014 2006 55 Star Sun I LLC Star Elizabeth 82,403 May 25, 2021 2021 56 Star Trident XI LLC Star Georgia 82,298 October 14, 2014 2006 57 Star Trident VIII LLC Star Sophia 82,269 October 31, 2014 2007 58 Star Trident XVI LLC Star Mariella 82,266 September 19, 2014 2006 59 Star Trident XIV LLC Star Moira 82,257 November 19, 2014 2006 60 Star Trident X LLC Star Renee 82,221 December 18, 2014 2006 61 Star Trident XIII LLC Star Laura 82,209 December 8, 2014 2006 62 Star Nor VIII LLC Star Mona 82,188 July 6, 2018 2012 63 Star Trident II LLC Star Nasia 82,220 August 29, 2014 2006 64 Star Nor VII LLC Star Astrid 82,158 July 6, 2018 2012 65 Star Trident XVII LLC Star Helena 82,187 December 29, 2014 2006 66 Star Trident XVIII LLC Star Nina 82,224 January 5, 2015 2006 67 Waterfront Two LLC Star Alessia 81,944 August 3, 2018 2017 68 Star Nor IX LLC Star Calypso 81,918 July 6, 2018 2014 69 Star Elpis LLC Star Suzanna 81,711 May 15, 2017 2013 70 Star Gaia LLC Star Charis 81,711 March 22, 2017 2013 71 Mineral Shipping LLC Mercurial Virgo 81,545 July 11, 2014 2013 72 Star Nor X LLC Stardust 81,502 July 6, 2018 2011 73 Star Nor XI LLC Star Sky 81,466 July 6, 2018 2010 74 Star Zeus VI LLC Star Lambada 81,272 March 16, 2021 2016 75 Star Zeus I LLC Star Capoeira 81,253 March 16, 2021 2015 76 Star Zeus II LLC Star Carioca 81,262 March 16, 2021 2015 77 Star Zeus VII LLC Star Macarena 81,198 March 6, 2021 2016 78 ABY III LLC Star Lydia 81,187 August 3, 2018 2013 79 ABY IV LLC Star Nicole 81,120 August 3, 2018 2013 80 ABY Three LLC Star Virginia 81,061 August 3, 2018 2015 81 Star Nor XII LLC Star Genesis 80,705 July 6, 2018 2010 82 Star Nor XIII LLC Star Flame 80,448 July 6, 2018 2011 83 Star Trident III LLC Star Iris 76,466 September 8, 2014 2004 84 Star Trident XX LLC Star Emily 76,417 September 16, 2014 2004 36 Table of Contents Date Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 85 Orion Maritime LLC Idee Fixe 63,458 March 25, 2015 2015 86 Primavera Shipping LLC Roberta 63,426 March 31, 2015 2015 87 Success Maritime LLC Laura 63,399 April 7, 2015 2015 88 Ultra Shipping LLC Kaley 63,283 June 26, 2015 2015 89 Blooming Navigation LLC Kennadi 63,262 January 8, 2016 2016 90 Jasmine Shipping LLC Mackenzie 63,226 March 2, 2016 2016 91 Star Lida I Shipping LLC Star Apus 63,123 July 16, 2019 2014 92 Star Zeus V LLC Star Bovarius 61,602 March 16, 2021 2015 93 Star Zeus IV LLC Star Subaru 61,571 March 16, 2021 2015 94 Star Nor XV LLC Star Wave 61,491 July 6, 2018 2017 95 Star Challenger I LLC Star Challenger (1) 61,462 December 12, 2013 2012 96 Star Challenger II LLC Star Fighter (1) 61,455 December 30, 2013 2013 97 Aurelia Shipping LLC Honey Badger 61,320 February 27, 2015 2015 98 Star Axe II LLC Star Lutas 61,347 January 6, 2016 2016 99 Rainbow Maritime LLC Wolverine 61,292 February 27, 2015 2015 100 Star Axe I LLC Star Antares 61,258 October 9, 2015 2015 101 ABY Five LLC Star Monica 60,935 August 3, 2018 2015 102 Star Asia I LLC Star Aquarius 60,916 July 22, 2015 2015 103 Star Asia II LLC Star Pisces 60,916 August 7, 2015 2015 104 Star Lida XI Shipping LLC Star Pyxis 56,615 August 19, 2019 2013 105 Star Lida VIII Shipping LLC Star Hydrus 56,604 August 8, 2019 2013 106 Star Lida IX Shipping LLC Star Cleo 56,582 July 15, 2019 2013 107 Star Trident VII LLC Diva 56,582 July 24, 2017 2011 108 Star Lida X Shipping LLC Star Pegasus 56,540 July 15, 2019 2013 109 Star Lida V Shipping LLC Star Dorado 56,507 July 16, 2019 2013 110 Star Regg III LLC Star Bright 55,569 October 10, 2018 2010 111 Glory Supra Shipping LLC Strange Attractor 55,742 July 11, 2014 2006 112 Star Omicron LLC Star Omicron 53,489 April 17, 2008 2005 Total dwt 12,506,342 (1) Subject to a sale and leaseback financing transaction, as further described in Note 7 to our audited consolidated financial statements included in this annual report .
Biggest changeThe following tables summarize key information about our operating fleet, as of the date of this annual report: Operating Fleet Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 1 Sea Diamond Shipping LLC Goliath 209,537 July 15, 2015 2015 2 Pearl Shiptrade LLC Gargantua 209,529 April 2, 2015 2015 3 Star Ennea LLC Star Gina 2GR 209,475 February 26, 2016 2016 4 Coral Cape Shipping LLC Maharaj 209,472 July 15, 2015 2015 5 Star Castle II LLC Star Leo 207,939 May 14, 2018 2018 6 ABY Eleven LLC Star Laetitia 207,896 August 3, 2018 2017 7 Domus Shipping LLC Star Ariadne 207,812 March 28, 2017 2017 8 Star Breezer LLC Star Virgo 207,810 March 1, 2017 2017 9 Star Seeker LLC Star Libra 207,765 June 6, 2016 2016 10 ABY Nine LLC Star Sienna 207,721 August 3, 2018 2017 11 Clearwater Shipping LLC Star Marisa 207,709 March 11 2016 2016 12 ABY Ten LLC Star Karlie 207,566 August 3, 2018 2016 13 Star Castle I LLC Star Eleni 207,555 January 3, 2018 2018 14 Festive Shipping LLC Star Magnanimus 207,526 March 26, 2018 2018 15 New Era II Shipping LLC Debbie H 206,861 May 28, 2019 2019 16 New Era III Shipping LLC Star Ayesha 206,852 July 15, 2019 2019 17 New Era I Shipping LLC Katie K 206,839 April 16, 2019 2019 18 Cape Ocean Maritime LLC Leviathan 182,511 September 19, 2014 2014 19 Cape Horizon Shipping LLC Peloreus 182,496 July 22, 2014 2014 20 Star Nor I LLC Star Claudine 181,258 July 6, 2018 2011 21 Star Nor II LLC Star Ophelia 180,716 July 6, 2018 2010 22 Sandra Shipco LLC Star Pauline 180,274 December 29, 2014 2008 23 Christine Shipco LLC Star Martha 180,274 October 31, 2014 2010 24 Star Nor III LLC Star Lyra 179,147 July 6, 2018 2009 25 Star Regg V LLC Star Borneo 178,978 January 26, 2021 2010 26 Star Regg VI LLC Star Bueno 178,978 January 26, 2021 2010 27 Star Regg IV LLC Star Marilena 178,978 January 26, 2021 2010 28 Star Regg II LLC Star Janni 178,978 January 7, 2019 2010 29 Star Regg I LLC Star Marianne 178,906 January 14, 2019 2010 30 Star Trident V LLC Star Angie 177,931 October 29, 2014 2007 31 Global Cape Shipping LLC Kymopolia 176,990 July 11, 2014 2006 32 ABY Fourteen LLC Star Scarlett 175,649 August 3, 2018 2014 33 ABM One LLC Star Eva 106,659 August 3, 2018 2012 29 Table of Contents Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 34 Nautical Shipping LLC Amami 98,681 July 11, 2014 2011 35 Majestic Shipping LLC Madredeus 98,681 July 11, 2014 2011 36 Star Sirius LLC Star Sirius 98,681 March 7, 2014 2011 37 Star Vega LLC Star Vega 98,681 February 13, 2014 2011 38 ABY II LLC Star Aphrodite 92,006 August 3, 2018 2011 39 Augustea Bulk Carrier LLC Star Piera 91,951 August 3, 2018 2010 40 Augustea Bulk Carrier LLC Star Despoina 91,951 August 3, 2018 2010 41 Star Nor IV LLC Star Electra 83,494 July 6, 2018 2011 42 Star Alta I LLC Star Angelina 82,981 December 5, 2014 2006 43 Star Alta II LLC Star Gwyneth 82,790 December 5, 2014 2006 44 Star Trident I LLC Star Kamila 82,769 September 3, 2014 2005 45 Star Nor VI LLC Star Luna 82,687 July 6, 2018 2008 46 Star Nor V LLC Star Bianca 82,672 July 6, 2018 2008 47 Grain Shipping LLC Pendulum 82,619 July 11, 2014 2006 48 Star Trident XIX LLC Star Maria 82,598 November 5, 2014 2007 49 Star Trident XII LLC Star Markella 82,594 September 29, 2014 2007 50 Star Trident IX LLC Star Danai 82,574 October 21, 2014 2006 51 ABY Seven LLC Star Jeannette 82,566 August 3, 2018 2014 52 Star Sun I LLC Star Elizabeth 82,403 May 25, 2021 2021 53 Star Trident XI LLC Star Georgia 82,298 October 14, 2014 2006 54 Star Trident VIII LLC Star Sophia 82,269 October 31, 2014 2007 55 Star Trident XVI LLC Star Mariella 82,266 September 19, 2014 2006 56 Star Trident XIV LLC Star Moira 82,257 November 19, 2014 2006 57 Star Trident XVIII LLC Star Nina 82,224 January 5, 2015 2006 58 Star Trident X LLC Star Renee 82,221 December 18, 2014 2006 59 Star Trident II LLC Star Nasia 82,220 August 29, 2014 2006 60 Star Trident XIII LLC Star Laura 82,209 December 8, 2014 2006 61 Star Nor VIII LLC Star Mona 82,188 July 6, 2018 2012 62 Star Trident XVII LLC Star Helena 82,187 December 29, 2014 2006 63 Star Nor VII LLC Star Astrid 82,158 July 6, 2018 2012 64 Waterfront Two LLC Star Alessia 81,944 August 3, 2018 2017 65 Star Nor IX LLC Star Calypso 81,918 July 6, 2018 2014 66 Star Elpis LLC Star Suzanna 81,711 May 15, 2017 2013 67 Star Gaia LLC Star Charis 81,711 March 22, 2017 2013 68 Mineral Shipping LLC Mercurial Virgo 81,545 July 11, 2014 2013 30 Table of Contents Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 69 Star Nor X LLC Stardust 81,502 July 6, 2018 2011 70 Star Nor XI LLC Star Sky 81,466 July 6, 2018 2010 71 Star Zeus VI LLC Star Lambada 81,272 March 16, 2021 2016 72 Star Zeus II LLC Star Carioca 81,262 March 16, 2021 2015 73 Star Zeus I LLC Star Capoeira 81,253 March 16, 2021 2015 74 Star Zeus VII LLC Star Macarena 81,198 March 6, 2021 2016 75 ABY III LLC Star Lydia 81,187 August 3, 2018 2013 76 ABY IV LLC Star Nicole 81,120 August 3, 2018 2013 77 ABY Three LLC Star Virginia 81,061 August 3, 2018 2015 78 Star Nor XII LLC Star Genesis 80,705 July 6, 2018 2010 79 Star Nor XIII LLC Star Flame 80,448 July 6, 2018 2011 80 Star Trident XX LLC Star Emily 76,417 September 16, 2014 2004 81 Cape Town Eagle LLC Cape Town Eagle 63,707 April 9, 2024 2015 82 Vancouver Eagle LLC Star Vancouver 63,670 April 9, 2024 2020 83 Oslo Eagle LLC Oslo Eagle 63,655 April 9, 2024 2015 84 Rotterdam Eagle LLC Star Rotterdam 63,629 April 9, 2024 2017 85 Halifax Eagle LLC Halifax Eagle 63,618 April 9, 2024 2020 86 Helsinki Eagle LLC Helsinki Eagle 63,605 April 9, 2024 2015 87 Gibraltar Eagle LLC Star Gibraltar 63,576 April 9, 2024 2015 88 Valencia Eagle LLC Valencia Eagle 63,556 April 9, 2024 2015 89 Dublin Eagle LLC Dublin Eagle 63,550 April 9, 2024 2015 90 Santos Eagle LLC Santos Eagle 63,536 April 9, 2024 2015 91 Antwerp Eagle LLC Antwerp Eagle 63,530 April 9, 2024 2015 92 Sydney Eagle LLC Star Sydney 63,523 April 9, 2024 2015 93 Copenhagen Eagle LLC Star Copenhagen 63,495 April 9, 2024 2015 94 Hong Kong Eagle LLC Hong Kong Eagle 63,472 April 9, 2024 2016 95 Orion Maritime LLC Idee Fixe 63,458 March 25, 2015 2015 96 Shanghai Eagle LLC Shanghai Eagle 63,438 April 9, 2024 2016 97 Primavera Shipping LLC Roberta 63,426 March 31, 2015 2015 98 Success Maritime LLC Laura 63,399 April 7, 2015 2015 99 Singapore Eagle LLC Star Singapore 63,386 April 9, 2024 2017 100 Westport Eagle LLC Star Westport 63,344 April 9, 2024 2015 101 Hamburg Eagle LLC Star Hamburg 63,334 April 9, 2024 2014 102 Fairfield Eagle LLC Fairfield Eagle 63,301 April 9, 2024 2013 31 Table of Contents Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 103 Greenwich Eagle LLC Star Greenwich 63,301 April 9, 2024 2013 104 Groton Eagle LLC Groton Eagle 63,301 April 9, 2024 2013 105 Madison Eagle LLC Madison Eagle 63,301 April 9, 2024 2013 106 Mystic Eagle LLC Star Mystic 63,301 April 9, 2024 2013 107 Rowayton Eagle LLC Rowayton Eagle 63,301 April 9, 2024 2013 108 Southport Eagle LLC Southport Eagle 63,301 April 9, 2024 2013 109 Stonington Eagle LLC Star Stonington 63,301 April 9, 2024 2012 110 Ultra Shipping LLC Kaley 63,283 June 26, 2015 2015 111 Stockholm Eagle LLC Stockholm Eagle 63,275 April 9, 2024 2016 112 Blooming Navigation LLC Kennadi 63,262 January 8, 2016 2016 113 Jasmine Shipping LLC Mackenzie 63,226 March 2, 2016 2016 114 New London Eagle LLC New London Eagle 63,140 April 9, 2024 2015 115 Star Lida I Shipping LLC Star Apus 63,123 July 16, 2019 2014 116 Star Zeus IV LLC Star Subaru 61,571 March 16, 2021 2015 117 Stamford Eagle LLC Stamford Eagle 61,530 April 9, 2024 2016 118 Star Nor XV LLC Star Wave 61,491 July 6, 2018 2017 119 Star Challenger I LLC Star Challenger (1) 61,462 December 12, 2013 2012 120 Star Challenger II LLC Star Fighter (1) 61,455 December 30, 2013 2013 121 Star Axe II LLC Star Lutas 61,347 January 6, 2016 2016 122 Aurelia Shipping LLC Honey Badger 61,320 February 27, 2015 2015 123 Rainbow Maritime LLC Wolverine 61,292 February 27, 2015 2015 124 Star Axe I LLC Star Antares 61,258 October 9, 2015 2015 125 Tokyo Eagle LLC Star Tokyo 61,225 April 9, 2024 2015 126 ABY Five LLC Star Monica 60,935 August 3, 2018 2015 127 Star Asia I LLC Star Aquarius 60,916 July 22, 2015 2015 128 Star Asia II LLC Star Pisces 60,916 August 7, 2015 2015 129 Nighthawk Shipping LLC Star Nighthawk 57,809 April 9, 2024 2011 130 Oriole Shipping LLC Oriole 57,809 April 9, 2024 2011 131 Owl Shipping LLC Owl 57,809 April 9, 2024 2011 132 Petrel Shipping LLC Petrel Bulker 57,809 April 9, 2024 2011 133 Puffin Shipping LLC Puffin Bulker 57,809 April 9, 2024 2011 134 Roadrunner Shipping LLC Star Runner 57,809 April 9, 2024 2011 135 Sandpiper Shipping LLC Star Sandpiper 57,809 April 9, 2024 2011 136 Crane Shipping LLC Crane 57,809 April 9, 2024 2010 137 Egret Shipping LLC Egret Bulker 57,809 April 9, 2024 2010 138 Gannet Shipping LLC Gannet Bulker 57,809 April 9, 2024 2010 32 Table of Contents Date # Wholly Owned Subsidiaries Vessel Name DWT Delivered to Star Bulk Year Built 139 Grebe Shipping LLC Grebe Bulker 57,809 April 9, 2024 2010 140 Ibis Shipping LLC Ibis Bulker 57,809 April 9, 2024 2010 141 Jay Shipping LLC Jay 57,809 April 9, 2024 2010 142 Kingfisher Shipping LLC Kingfisher 57,809 April 9, 2024 2010 143 Martin Shipping LLC Martin 57,809 April 9, 2024 2010 144 Bittern Shipping LLC Bittern (2) 57,809 April 9, 2024 2009 145 Canary Shipping LLC Star Canary 57,809 April 9, 2024 2009 146 Star Lida IX Shipping LLC Star Cleo 56,582 July 15, 2019 2013 147 Star Lida X Shipping LLC Star Pegasus 56,540 July 15, 2019 2013 148 Golden Eagle Shipping LLC Star Goal 55,989 April 9, 2024 2010 149 Glory Supra Shipping LLC Strange Attractor (2) 55,742 July 11, 2014 2006 150 Star Regg III LLC Star Bright 55,569 October 10, 2018 2010 151 Star Omicron LLC Star Omicron (2) 53,489 April 17, 2008 2005 Total dwt 14,613,189 (1) Subject to a sale and leaseback financing transaction, as further described in Note 7 to our audited consolidated financial statements included in this annual report .
From time to time, in response to changing market conditions, we have disposed certain of our vessels (the majority of which were older vessels).
From time to time, in response to changing market conditions, we have disposed of certain of our vessels (the majority of which were older vessels).
We are committed to conducting our operations systematically by following the requirements of the ISO 14001 striving to maintain ZERO Oil Spills and ZERO Marine and Pollution Atmospheric Incidents.
We are committed to conducting our operations systematically by following the requirements of the ISO 14001 and striving to maintain ZERO Oil Spills and ZERO Marine and Pollution Atmospheric Incidents.
All of our vessels arriving at U.S. or Canadian ports are covered under a COFR - Certificate of Financial Responsibility. The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities.
All of our vessels arriving at U.S. or Canadian ports are covered under a COFR - Certificate of Financial Responsibility. The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives and statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities.
The amendments, which entered into force on June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) new provisions for medical/clinical waste, (4) addition of various ISO standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions.
The SOLAS amendments, which entered into force on June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) new provisions for medical/clinical waste, (4) addition of various ISO standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions.
The Marine Environment Protection Committee (“MEPC”) subsequently adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances. The amended Annex VI implemented a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships, among other changes.
The Marine Environment Protection Committee (“MEPC”) adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances. The amended Annex VI implemented a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships, among other changes.
Later amendments revised the IMDG Code to reflect the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas.
Later amendments revised the IMDG Code to reflect the UN Recommendations on the Transport of Dangerous Goods, including (1) provisions regarding IMO type 9 tank, (2) abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas.
On March 23, 2023, the European Parliament and the Council agreed on FuelEU Maritime, a new EU regulation that includes a provision, among others, to gradually decrease over time the greenhouse gas intensity of fuels used by the shipping sector, by 2% in 2025 to as much as 80% by 2050.
On March 23, 2023, the European Parliament and the Council agreed on the FuelEU, a new EU regulation that includes a provision, among others, to gradually decrease the greenhouse gas intensity of fuels used by the shipping sector over time, by 2% in 2025 to as much as 80% by 2050.
We are also signatories of the Gulf of Guinea Declaration on Suppression of Piracy. • We are dedicated to providing equal employment opportunities and treating our people fairly without regard to race, color, religious beliefs, age, sex, or any other classification. • We maintain high retention rates both on board and ashore and work to facilitate the professional development, continuous training and career advancement of our people. • We are implementing employee well-being programs, which include but are not limited to flexible working schemes, psychological support services, professional coaching and employee engagement activities. • We are consistently among the top ranked dry bulk operators globally in the RightShip Safety Score. • Our community investment activities focus on, but are not limited to, supporting vulnerable groups, sports and youth education in Greece.
We are also signatories of the Gulf of Guinea Declaration on Suppression of Piracy. 27 Table of Contents • We are dedicated to providing equal employment opportunities and treating our people fairly without regard to race, color, religious beliefs, age, sex, or any other classification. • We maintain high retention rates both on board and ashore and work to facilitate the professional development, continuous training and career advancement of our people. • We are implementing employee well-being programs, which include but are not limited to flexible working schemes, psychological support services, professional coaching and employee engagement activities. • We are consistently among the top ranked dry bulk operators globally in the RightShip Safety Score. • Our community investment activities focus on, but are not limited to, supporting vulnerable groups, sports and youth education in Greece.
The 13 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of $10 million up to, currently, approximately $8.2 billion.
The 13 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of $10 million up to, currently, approximately $8.9 billion.
As a result of these designations or similar future designations, we may be required to incur additional operating or other costs. 47 Table of Contents Further to the above, as of the September 1, 2020 it became mandatory to use fuel with max 0.1% sulfur content while berthing in South Korean ports.
As a result of these designations or similar future designations, we may be required to incur additional operating or other costs. 42 Table of Contents Further to the above, as of September 1, 2020 it became mandatory to use fuel with max 0.1% sulfur content while berthing in South Korean ports.
Organizational Structure As of December 31, 2023, we are the sole owner of all of the outstanding shares of the subsidiaries listed in Note 1 of our consolidated financial statements under “Item 18. Financial Statements.” D. Property, Plant and Equipment We do not own any material real property.
Organizational Structure As of December 31, 2024, we are the sole owner of all of the outstanding shares of the subsidiaries listed in Note 1 of our consolidated financial statements under “Item 18. Financial Statements.” D. Property, Plant and Equipment We do not own any material real property.
Furthermore, ships must prepare a ship recycling plan prior to being recycled and shall only be recycled at ship recycling facilities authorized by competent authority. Active engagement with state and regulatory authorities helps achieve compliance with all applicable standards and regulation.
Furthermore, ships must prepare a ship recycling plan prior to being recycled and shall only be recycled at ship recycling facilities authorized by competent authority. Active engagement with state and regulatory authorities helps achieve compliance with all applicable standards and regulations.
These main categories consist of: · Newcastlemax vessels, which are vessels with carrying capacities of between 200,000 and 210,000 dwt. These vessels carry both iron ore and coal and they represent the largest vessels able to enter the port of Newcastle in Australia.
These main categories consist of: • Newcastlemax vessels, which are vessels with carrying capacities of between 200,000 and 220,000 dwt. These vessels carry both iron ore and coal and they represent the largest vessels able to enter the port of Newcastle in Australia.
While the charter market remains at current levels, we intend to operate our vessels in the spot market under short-term time charters or voyage charters in order to benefit from the increased freight rates and the attractiveness of our scrubber-equipped vessels.
While the charter market remains at current levels, we intend to operate our vessels in the spot market under short-term time charters or voyage charters in order to benefit from the elevated freight rates and the attractiveness of our scrubber-equipped vessels.
We ensure that the operation of our vessels is in full compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for carrying out our operations.
We strive to ensure that the operation of our vessels is in full compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for carrying out our operations.
Further to the above, the Company has become certified for ISO 26000, 27001 and 31000 standards and guidelines pertaining to social responsibility, cybersecurity and risk management. These standards serve to ensure our compliance with best practices in these areas.
Further to the above, the Company has become certified for ISO 26000, 27001 and 31000 standards and guidelines pertaining to social responsibility, cybersecurity and risk management. These standards help ensure our compliance with best practices in these areas.
Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition. Safety Management System Requirements The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills.
Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition. 44 Table of Contents Safety Management System Requirements The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills.
In compliance with EU 517/2014 regulation, which stipulates restrictions to the use of refrigerants exceeding GWP of 2500, we use eco-friendly refrigerants in 30% of our fleet and we expect that 100% of our fleet will have installed eco-friendly refrigerants within the next 5 years. • Biodegradable Lubricants: We are using biodegradable lubricants proactively in the majority of our fleet regardless of their destination.
In compliance with the EU 517/2014 regulation, which stipulates restrictions to the use of refrigerants exceeding GWP of 2500, we use eco-friendly refrigerants in 30% of our fleet and we expect that 100% of our fleet will have installed eco-friendly refrigerants within the next 5 years. 53 Table of Contents • Biodegradable Lubricants: We are using biodegradable lubricants proactively in the majority of our fleet regardless of their destination.
Biodegradable lubricants are eco-friendly lubricants which are mandatory for vessels that transport cargo or have the United States as destination ports. • We had proactively taken immediate steps to comply in 2019 with certain provisions of EU regulation (1257/2013 on Ship recycling) that took effect on December 31, 2020.
Biodegradable lubricants are ecofriendly lubricants which are mandatory for vessels that transport cargo or have the United States as destination ports. • We had proactively taken immediate steps to comply in 2019 with certain provisions of EU regulation (1257/2013 on Ship recycling) that took effect on December 31, 2020.
Further to the above, RightShip has adjusted their inspection questionnaires in order to review the vessels’ compliance with the Dry-BMS standards, which are now in full effect and applied on board. C.
Further to the above, RightShip has adjusted their inspection questionnaires in order to review the vessels’ compliance with the Dry-BMS standards, which are now in full effect and applied on board our vessels. C.
There are specific requirements for the berthing process, and we are diligently striving to comply with all of them. Moreover, from January 1, 2022 onwards, it is mandatory to use fuel with max 0.1% sulfur content while navigating South Korea’s ECAs. The Korean regulations also relate to speed reductions.
There are specific requirements for the berthing process, and we are diligently striving to comply with all of them. Moreover, since January 1, 2022, it is mandatory to use fuel with max 0.1% sulfur content while navigating South Korea’s ECAs. The Korean regulations also relate to speed reductions.
Maintain a strong balance sheet through optimization of use of leverage We finance our fleet with a mix of debt and equity, and we intend to optimize use of leverage over time, even though we may have the capacity to obtain additional financing. As of December 31, 2023, our debt to total capitalization ratio was approximately 40%.
Maintain a strong balance sheet through optimization of use of leverage We finance our fleet with a mix of debt and equity, and we intend to optimize use of leverage over time, even though we may have the capacity to obtain additional financing. As of December 31, 2024, our debt to total capitalization ratio was approximately 31%.
Following the completion of the acquisition of certain vessels from Augustea Atlantica SpA (“Augustea”) and York Capital Management (“York”) in 2018, (the “Augustea Vessels”), we appointed Augustea Technoservices Ltd., an entity affiliated with certain of the sellers of the corresponding transaction and specifically with one of the Company’s directors, Mr. Zagari (see “Item 6.
Following the completion of the acquisition of certain vessels from Augustea Atlantica SpA (“Augustea”) and York Capital Management (“York”) in 2018 (the “Augustea Vessels”), we appointed Augustea Technoservices Ltd., an entity affiliated with certain of the sellers of the corresponding transaction and specifically with one of the Company’s directors, Mr. Zagari (see “Item 6. Directors, Senior Management and Employees––A.
Up until June 2022, the management agreements with Augustea Technoservices Ltd were progressively terminated. During 2018 and 2019, we also appointed Equinox Maritime Ltd., Zeaborn GmbH & Co. KG and Technomar Shipping Inc., which are third-party management companies, to provide certain management services to our vessels.
Related Party Transactions.” Up until June 2022, the management agreements with Augustea Technoservices Ltd were progressively terminated. During 2018 and 2019, we also appointed Equinox Maritime Ltd., Zeaborn GmbH & Co. KG and Technomar Shipping Inc., which are third-party management companies, to provide certain management services to our vessels.
Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures. 45 Table of Contents Our Company has specifically developed a recycling policy, which has been included within our Safety Management System (“SMS”) and applies to all the managed vessels.
Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures. Our Company has specifically developed a recycling policy, which has been included within our Safety Management System (“SMS”) and applies to all the managed vessels.
The newest edition of the IMDG Code will take effect on January 1, 2024, although the changes are largely incremental. The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). All seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate.
The newest edition of the IMDG Code took effect on January 1, 2024, although the changes are largely incremental. The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). All seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate.
Both companies have the responsibility to ensure that all seamen have the qualifications and licenses required to comply with international regulations and shipping conventions, and that the vessels are manned by experienced, competent and trained personnel.
All four companies have the responsibility to ensure that all seamen have the qualifications and licenses required to comply with international regulations and shipping conventions, and that the vessels are manned by experienced, competent and trained personnel.
Our approach to corporate governance includes high ethical standards and transparent and efficient structures as well as robust risk management systems. 41 Table of Contents Competition Demand for dry bulk carriers fluctuates in line with the main patterns of trade of the major dry bulk cargoes and varies according to their supply and demand.
Our approach to corporate governance includes high ethical standards and transparent and efficient structures as well as robust risk management systems. Competition Demand for dry bulk carriers fluctuates in line with the main patterns of trade of the major dry bulk cargoes and varies according to their supply and demand.
In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. 46 Table of Contents International Maritime Organization The IMO has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 (“MARPOL”), the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”).
In addition, a future serious marine incident that causes significant adverse environmental impacts could result in additional legislation or regulation that could negatively affect our business and profitability. 41 Table of Contents International Maritime Organization The IMO has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 (“MARPOL”), the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”).
Anti-Fouling Requirements In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention.” The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels.
Anti-Fouling Requirements In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships (the “Anti-fouling Convention”). The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels.
If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements.
If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or 52 Table of Contents special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements.
In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade.
In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental incidents, and the liabilities arising from owning and operating vessels in international trade.
If charter market levels rise, we may employ part of our fleet in the long-term time charter market, while we may be able to employ our scrubber-fitted vessels more advantageously in the voyage charter market and/or short-term time charters in order to capture the benefit of available fuel cost savings.
If charter market levels rise, we may employ part of our fleet in the long-term time charter market, while we may be able to employ our scrubber-fitted vessels more advantageously 35 Table of Contents in the voyage charter market and/or short-term time charters in order to capture the benefit of available fuel cost savings.
Star Bulk Management Inc. subcontracts certain vessel management services to Starbulk S.A. Starbulk S.A. provides the technical and crew management of the majority of our vessels. Technical management includes maintenance, dry docking, repairs, insurance, regulatory and classification society compliance, arranging for and managing crews, appointing technical consultants and providing technical support.
Star Bulk Management Inc. subcontracts certain vessel management services to Starbulk S.A. Starbulk S.A. and Star Bulk (Hellas) Inc. provide the technical and crew management of the majority of our vessels. Technical management includes maintenance, dry docking, repairs, insurance, regulatory and classification society compliance, arranging for and managing crews, appointing technical consultants and providing technical support.
We believe that the new maritime regulations will have a strong impact on the maritime industry and will distinguish us from other dry bulk owners that will have conventional dry bulk vessels that will not be able to consume less expensive bunker fuel with higher sulfur content.
We believe that the maritime regulations have already had and will have a strong impact on the maritime industry and will distinguish us from other dry bulk owners that will have conventional dry bulk vessels that will not be able to consume less expensive bunker fuel with higher sulfur content.
The revised levels of ambition include (1) further decreasing the carbon intensity from ships through improvement of energy efficiency; (2) reducing carbon intensity of international shipping; (3) increasing adoption of zero or near-zero emissions technologies, fuels, and energy sources; and (4) achieving net zero GHG emissions from international shipping.
The revised levels of ambition include (1) further decreasing the carbon intensity from ships through improvement of energy efficiency; (2) reducing carbon intensity of international shipping; (3) increasing adoption of zero or near-zero emissions technologies, fuels, and energy sources; and (4) achieving net zero GHG emissions from international shipping by or around 2050.
Our experienced and skilled technical management team, as well as our competent crews on board, work hard to maintain and exceed the quality standards of our customers and other constituents, as well as to ensure the health, safety and security of our people on the vessels, and to minimize the impact of our operations on the environment.
Our experienced and skilled technical management team, as well as our competent crews on board, work hard to maintain and 36 Table of Contents exceed the quality standards of our customers and other constituents, as well as to ensure the health, safety and security of our people on the vessels, and to minimize the impact of our operations on the environment.
The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. 54 Table of Contents OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States” (“WOTUS”), thereby expanding federal authority under the CWA.
The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the 49 Table of Contents United States” (“WOTUS”), thereby expanding federal authority under the CWA.
Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel.
Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo 48 Table of Contents and the greater of $300 per gross ton or $500,000 for any other vessel.
The Convention of Limitation of Liability for Maritime Claims (the “LLMC”) sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We ensure that our vessels are in full compliance with SOLAS. Owners’ compliance with LLMC requirements is covered under the Protection & Indemnity insurance.
The Convention of Limitation of Liability for Maritime Claims (the “LLMC”) sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We are committed to ensuring that our vessels are in full compliance with SOLAS. Owners’ compliance with LLMC requirements is covered under the Protection & Indemnity insurance.
Each vessel has a ship-specific cybersecurity plan, and its IT and OT systems have been inventoried in order for the relevant hazards to be identified. 51 Table of Contents A ship specific plan has been developed for each vessel covering the requirements according to the updated regulations as well as additional precautions to be maintained on multiple accounts.
Each vessel has a ship-specific cybersecurity plan, and its IT and OT systems have been inventoried in order for the relevant hazards to be identified. A ship specific plan has been developed for each vessel covering the requirements according to the updated regulations as well as additional precautions to be maintained on multiple accounts.
Starbulk S.A. and Star Bulk Shipmanagement Company (Cyprus) Limited are also responsible for ensuring that seafarers’ wages and terms of employment conform to international standards or to general collective bargaining agreements to allow unrestricted worldwide trading of the vessels and provide the crewing management for the vessels in our fleet that are not managed by third-party managers.
Starbulk S.A., Star Bulk (Hellas) Inc., Star Bulk Shipmanagement Company (Cyprus) Limited and Eagle Ship Management LLC are also responsible for ensuring that seafarers’ wages and terms of employment conform to international standards or to general collective bargaining agreements to allow unrestricted worldwide trading of the vessels and provide the crewing management for the vessels in our fleet that are not managed by third-party managers.
However, several of these initiatives and regulations have been or may be revised. For example, the U.S. Bureau of Safety and Environmental Enforcement’s (“BSEE”) revised Production Safety Systems Rule (“PSSR”), effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR.
However, several of these initiatives and regulations have been or may be revised as the result of political changes. For example, the U.S. Bureau of Safety and Environmental Enforcement’s (“BSEE”) revised Production Safety Systems Rule (“PSSR”), effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR.
The majority of our fleet is fitted with Exhaust Gas Cleaning Systems, which reduce the sulfur content of the exhaust gas emissions. We may incur costs to comply with the revised standards mentioned above.
The majority of our fleet is fitted with Exhaust Gas Cleaning Systems, which reduce the sulfur content of the exhaust gas emissions. 43 Table of Contents We may incur costs to comply with the revised standards mentioned above.
The IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods and (3) new mandatory training requirements.
The IMDG Code includes (1) provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) marking, packing and classification requirements for dangerous goods and (3) mandatory training requirements.
Seaborne world trade increased by 3.9% during 2023 due to re-opening of the Chinese economy after the scrap of the COVID-19 zero tolerance policy, the easing of inflationary pressure and the prioritization from nations to procure raw materials and especially energy commodities. The global dry bulk carrier fleet may be divided into seven categories based on a vessel’s carrying capacity.
Seaborne world trade increased by 3.3% during 2024 due to reopening of the Chinese economy after the scrap of the COVID-19 zero tolerance policy, the easing of inflationary pressure and the prioritization from nations to procure raw materials and especially energy commodities. The global dry bulk carrier fleet may be divided into seven categories based on a vessel’s carrying capacity.
Greenhouse Gas Regulation Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.
Greenhouse Gas Regulation Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions.
In this respect we are a signatory to the United Nations (UN) Global Compact supporting its Ten Principles on areas of human rights, labor, environment and anticorruption and committing to the broader Sustainable Development Goals of the United Nations.
In alignment with this commitment we are a signatory to the United Nations (UN) Global Compact supporting its Ten Principles on areas of human rights, labor, environment and anticorruption and committing to the broader Sustainable Development Goals.
This, in effect, makes all vessels delivered before the entry into force date “existing vessels” and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (“IOPP”) renewal survey following entry into force of the convention.
This, in effect, makes all vessels delivered before the entry into force date “existing vessels” and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (“IOPP”) renewal survey following entry into force of the convention. The MEPC maintains guidelines for approval of ballast water management systems (G8).
We follow and comply with state and regulatory authority rules and regulations and have adopted and implemented all the necessary operational procedures in order to meet the requirements of those regulations, such as air emission compliance (NO x , SO x and CO 2 reporting).
We follow and strive to comply with state and regulatory authority rules and regulations and have adopted and implemented operational procedures in order to meet the requirements of those regulations, such as air emission compliance measures (including NO x , SO x and CO 2 reporting).
Additionally, during maintenance activities both in our offices and on vessels, we use eco-friendly refrigerants that do not affect the ozone layer such as R407 and R404.
Additionally, during maintenance activities both in our offices and on vessels, we use eco-friendly refrigerants that are not known to affect the ozone layer such as R407 and R404.
Even though 2023 charter hire levels ranged well above the lows of 2016, there can be no assurance that the market will not decline again. As of February 9, 2024, the BDI stood at 1,545. Environmental and Other Regulations in the Shipping Industry Government laws and regulations significantly affect the ownership and operation of our fleets.
Even though 2024 charter hire levels ranged well above the lows of 2016, there can be no assurance that the market will not decline again. As of February 17, 2025, the BDI stood at 806. Environmental and Other Regulations in the Shipping Industry Government laws and regulations significantly affect the ownership and operation of our fleets.
The regulation refers to vessel recycling activities and the identification and monitoring of hazardous materials, including: • Asbestos. • PCBs. • Ozone depleting substances. • PFOS. • Anti-fouling systems containing organotin compounds as a biocide. We are also in the process of replacing Freon onboard.
The regulation refers to vessel recycling activities and the identification and monitoring of hazardous materials, including: • Asbestos. • PCBs. • Ozone depleting substances. • PFOS. • Anti-fouling systems containing organotin compounds as a biocide. We are also in the process of replacing Freon onboard. Our entire fleet complies with Hazardous Material regulation.
The Polar Code, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions.
The Polar Code, covers design, construction, equipment, operational, 45 Table of Contents training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommended provisions.
Since 2019, Regulation 22A of Annex VI has required ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database. The IMO intended to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below.
Since 2019, Regulation 22A of Annex VI has required ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database. The IMO used such data as part of its initial roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below.
In addition, we publish an annual ESG Report, which presents our ESG strategy and goals, identifies ESG related risks, and reports on our ESG performance across all our business operations. In October 2023, we released our fifth annual ESG Report. All of our ESG Reports may be found on our website at www.starbulk.com.
In addition, we publish an annual ESG Report, which presents our ESG strategy and goals, identifies ESG related risks and reports on our ESG performance across all our business operations. In November 2024, we released our sixth annual ESG Report. All of our ESG Reports may be found on our website at www.starbulk.com.
The EU ETS covers CO 2 (carbon dioxide), CH 4 (methane) and N 2 O (nitrous oxide) emissions, but the two latter only as from 2026. Shipping companies will need to surrender to the relevant EU authorities the allowances that correspond to the emissions covered by the system.
The EU ETS covers CO 2 (carbon dioxide), CH4 (methane) and N2O (nitrous oxide) emissions, but the two latter only as from 2026. Shipping companies will need to surrender to the relevant EU authorities the allowances that correspond to the emissions covered by the system.
We are committed to integrating Environmental, Social and Governance (“ESG”) practices into our operational and strategic decision making within the scope of our vision to be a leader in sustainable dry bulk shipping.
We are committed to integrating ESG practices into our operational and strategic decision making within the scope of our vision to be a leader in sustainable dry bulk shipping.
Additionally, now that the EEXI has come into force, RightShip is in the process of incorporating EEXI requirements in their platform for assessment and recommendation purposes. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards.
RightShip is also in the process of incorporating EEXI requirements into their platform for assessment and recommendation purposes. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards.
Additionally, further amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships took effect March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment (“scrubbers”) which can carry fuel of higher sulfur content. These regulations subject ocean-going vessels to stringent emissions controls and may cause us to incur substantial costs.
Additionally, further amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships took effect March 1, 2020, with the exception of vessels fitted with scrubbers which can carry fuel of higher sulfur content. These regulations subject oceangoing vessels to stringent emissions controls and may cause us to incur substantial costs.
The EPA regulates these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”).
The EPA regulates these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters via the Vessel General Permit (“VGP”) requirements and pursuant to the Vessel Incidental Discharge Act (“VIDA”).
However, over the last fifteen years, between 2008 and 2023, seaborne dry bulk trade increased at a compound annual growth rate of 3.0%, substantially influenced by the entrance of China in the World Trade Organization.
However, over the last fifteen years, between 2009 and 2024, seaborne dry bulk trade increased at a compound annual growth rate of 3.1%, substantially influenced by the entrance of China in the World Trade Organization.
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017, former U.S.
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources and proposed regulations to limit greenhouse gas emissions from large stationary sources.
Our ESG Performance: Environment We endeavor to comply with all applicable environmental regulations timely and efficiently and implement measures to improve our environmental performance, protect the marine environment and reduce our carbon footprint. • We have retrofitted our fleet with Exhaust Gas Cleaning Systems (“EGCS”), in order to comply with the sulfur emissions standards, titled IMO- 2020, set by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”). 31 Table of Contents • We have implemented a retrofit program across our entire fleet to comply with the IMO’s Ballast Water Management Convention. • In accordance with the scope of the GHG strategy set for 2030 and 2050 by the IMO, we monitor the performance of our vessels through telemetry and advanced data management systems and take action to improve the energy efficiency of our fleet both operationally and technically. • We participate in the Poseidon Principles, which establish a framework for assessing and disclosing the climate alignment of ship finance portfolios and are consistent with the policies and ambitions of the IMO to achieve net zero GHG emissions by or around 2050. • We collaborate with our charterers within the scope of the Sea Cargo Charter, providing them with our vessel data to enable them to assess and report on the carbon intensity of the chartering activities of these vessels. • We have engaged and actively participate in partnerships and alliances that promote sustainability in the maritime sector, including emission control and other environmental initiatives, such as the Global Maritime Forum, the Getting to Zero Coalition, the Clean Shipping Alliance, and the Hellenic Marine Environment Protection Association. • In collaboration with our major charterers, we participate in the development of an iron ore Green Corridor between West Australia and East Asia, which aims to decarbonize this trade route through the deployment of clean ammonia-fueled vessels. • We are active participants in several projects for the development and/or deployment of new green technologies and alternative fuels, including with respect to: § the adoption of various latest technology voyage optimization platforms which aim to reduce fuel consumption and therefore our fleet’s CO 2 footprint; § the installation of energy-saving devices, such as propeller ducts, which aim to reduce the required propulsion power and CO 2 emissions of our vessels; § piloting and evaluating latest technology anti-fouling paints and hull cleaning technologies to reduce hull resistance and improve vessel’s energy efficiency; § the techno-economic feasibility assessment of several zero-emission fuels, including biofuels and green-hydrogen derived fuels such as methanol and ammonia; § onboard carbon capture technologies, leveraging also our existing exhaust gas cleaning systems; and § the testing of advanced wash-water filtration system onboard our vessels to enable the removal of micro-plastics from port waters. 32 Table of Contents Social We are focused on continuously improving our social impact, including with respect to the health, safety and wellbeing of employees, both on board and ashore, to operational excellence, and to community support. • The health, safety, security and well-being of our people at sea and on shore is our top priority, especially with respect to COVID-19, the conflict between Russia and Ukraine, the conflict between Israel and Hamas and the Houthi seizures and attacks in the Red Sea and the Gulf of Aden.
Our ESG Performance: Environment We endeavor to comply with all applicable environmental regulations efficiently and in a timely manner and implement measures to improve our environmental performance, protect the marine environment and reduce our carbon footprint. • We have retrofitted our fleet with scrubbers, in order to comply with the sulfur emissions standards, titled IMO-2020, set by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”). 26 Table of Contents • We have implemented a retrofit program across our entire fleet to comply with the IMO’s Ballast Water Management Convention. • In accordance with the scope of the GHG strategy set for 2030 and 2050 by the IMO, we monitor the performance of our vessels through telemetry and advanced data management systems and take action to improve the energy efficiency of our fleet both operationally and technically. • We participate in the Poseidon Principles, which provide a framework for assessing and disclosing the climate alignment of ship finance portfolios and are consistent with the policies and ambitions of the IMO to achieve net zero GHG emissions by or around 2050. • We collaborate with our charterers within the scope of the Sea Cargo Charter, providing them with our vessel data to enable them to assess and report on the carbon intensity of the chartering activities of these vessels. • We have engaged and actively participate in partnerships and alliances that promote sustainability in the maritime sector, including emission control and other environmental initiatives, such as the Maritime Emissions Reduction Centre, the Global Maritime Forum, the Getting to Zero Coalition, the Clean Shipping Alliance and the Hellenic Marine Environment Protection Association. • In collaboration with our major charterers, we participate in the development of an iron ore Green Corridor between West Australia and East Asia, which aims to decarbonize this trade route through the deployment of clean ammonia-fueled vessels. • We are active participants in several projects for the development and/or deployment of new green technologies and alternative fuels, including with respect to: • the adoption of various latest technology voyage optimization platforms which aim to reduce fuel consumption and therefore our fleet’s CO 2 footprint; • the installation of energy-saving devices, such as propeller ducts, which aim to reduce the required propulsion power and CO 2 emissions of our vessels; • piloting and evaluating latest technology anti-fouling paints and hull cleaning technologies to reduce hull resistance and improve vessel’s energy efficiency; • the techno-economic feasibility assessment of several zero-emission fuels, including biofuels and green-hydrogen derived fuels such as methanol and ammonia; • onboard carbon capture technologies, including by leveraging our existing exhaust gas cleaning systems; and • the testing of advanced wash-water filtration system onboard our vessels to enable the removal of micro-plastics from port waters.
Our entire fleet complies with Hazardous Material regulation. 60 Table of Contents Dry-BMS (RightShip Standards) This program, in which we participate on a voluntary basis and have been successfully audited for compliance achievement, is designed to allow ship managers to measure their SMS against agreed industry standards, with the aim of improving fleet performance and risk management.
Dry-BMS (RightShip Standards) This program, in which we participate on a voluntary basis and have been successfully audited for compliance achievement, is designed to allow ship managers to measure their SMS against agreed industry standards, with the aim of improving fleet performance and risk management.
The USCG and EU authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and EU ports, respectively. As of the date of this annual report, each of our vessels is ISM Code certified. The IMO continues to review and introduce new regulations.
The USCG and EU authorities prohibit vessels not in compliance with the ISM Code by applicable deadlines from trading in U.S. and EU ports, respectively. As of the date of this annual report, each of our vessels is ISM Code certified. However, the IMO continues to review and introduce new regulations.
Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. Tier III NO x standards apply to ships that operate in the North American and U.S.
The amended Annex VI also established new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. Tier III NO x standards were designed for the control of NO x produced by vessels and apply to ships that operate in the North American and U.S.
We believe installation of scrubbers has increased and will continue to increase our competitive advantage commercially making our fleet more attractive to charterers and cargo owners.
We believe the presence of scrubbers on our vessels has increased and will continue to increase our competitive advantage commercially making our fleet more attractive to charterers and cargo owners.
Our actions in preparation for the EU ETS regulation target CO 2 emissions reductions by implementing and continuing to adopt measures to decarbonize our fleet and improve the Carbon Intensity Indicator (“CII”) and the minimization of financial impact by the inclusion of a clause in our charter party agreements which imposes an obligation on the charterer to cover the cost associated with the CO 2 emissions generated during voyages to and from and within the EU.
In connection with the EU ETS regulation target CO 2 emissions reductions, we are implementing and continuing to adopt measures to decarbonize our fleet and improve the Carbon Intensity Indicator (“CII”) and working to minimize the financial impact via the inclusion of a clause in our charter party agreements which imposes an obligation on the charterer to cover the cost associated with the CO 2 emissions generated during voyages to and from and within the EU.
Certain port areas selected will be designated as “Vessel Speed Reduction program Sea Areas” or “VSR program Sea Areas”. Each VSR program Sea Area will span 20 nautical miles in radius, measured from a specific lighthouse in each port.
Certain port areas are designated as “Vessel Speed Reduction program Sea Areas” or “VSR program Sea Areas”. Each VSR program Sea Area spans 20 nautical miles in radius, measured from a specific lighthouse in each port.
Furthermore we take operational measures, including speed reduction, weather routing, voyage optimization and have planned further technical upgrades to our fleet, such as the use of ESD and low friction hull paints in order to reduce fuel consumption and emissions.
To reduce fuel consumption and emissions, we implement operational measures, including speed reduction, weather routing and voyage optimization. We have also planned further technical upgrades to our fleet, such as the use of ESD and premium low-friction hull antifouling paints.
Furthermore, we are actively investing in reducing the carbon emissions of our vessels using a variety of technologies such as hull cleaning robots, voyage optimization software, low friction paints, variable frequency drivers for engine room fans and sea water cooling pumps and installation of Energy Saving Devices (“ESD”) (mainly Mewis ducts and Propeller boss cap fins) on our vessels.
Furthermore, we are actively investing in reducing the carbon emissions of our vessels using a variety of technologies such as hull cleaning robots, voyage optimization software, investing in premium low-friction hull antifouling paints including top tier self-polishing (“SPC technology”) and friction-resistant silicon coatings (“FRC technology”), variable frequency drivers for engine room fans and sea water cooling pumps and installation of Energy Saving Devices (“ESD”) (mainly Mewis ducts and Propeller boss cap fins) on our vessels.
In addition, pursuant to the IMO sulfur cap regulations, which limited emission to 0.5% m/m sulfur content and came into force in January 2020, we decided to install scrubbers on the vast majority of our vessels (“Scrubber Retrofitting Program”).
In addition, pursuant to the IMO sulfur cap regulations, which set a sulfur oxide emissions limit of 0.5% m/m and came into force in January 2020, we decided to install scrubbers on the vast majority of our vessels (“Scrubber Retrofitting Program”).
Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws.
Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws. These laws may be more stringent than U.S. federal law.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. The U.S. initially entered into the agreement, but on June 1, 2017, former U.S.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships.
Our Company is also committed to responding timely and effectively to environmental incidents resulting from our operations, respecting the environment by emphasizing every employee’s responsibility in environmental performance and fostering appropriate operating practices and training, managing our business with the goal of preventing environmental incidents and controlling emissions and wastes to below harmful levels, using energy, water, materials and other natural resources as efficiently as possible, giving particular regard to the long-term sustainability of consumable items and minimizing waste by reducing our waste generation. 50 Table of Contents The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate.
Our Company is also committed to responding effectively and in a timely manner to environmental incidents resulting from our operations, respecting the environment by emphasizing every employee’s responsibility in environmental performance and fostering appropriate operating practices and training, managing our business with the goal of preventing environmental incidents and controlling emissions and wastes to below harmful levels, using energy, water, materials and other natural resources as efficiently as possible, giving particular regard to the long-term sustainability of consumable items and minimizing waste by reducing our waste generation.
Governance We endeavor to apply corporate governance best practices, adhere to strong ethical principles and ensure the high commercial performance of our fleet. · The Company is governed by a diverse and experienced, majority independent Board of Directors. · In 2023, we enhanced our Code of Business Ethics and Anti-Corruption Policy to address the new Global Standard Reporting Standards, the company’s ESG Commitments and the UN Global Compact Principles. · We implement rigorous internal controls structured to ensure robust risk management practices. · We continuously cultivate an open reporting culture both in our offices and on board our vessels. · The Company’s ESG Committee at the Board level provides guidance and oversight with regards to the company’s ESG strategy. · We deploy advanced Enterprise Resource Planning and Business Intelligence systems to enable lean operations and efficient decision making, and are continuously upgrading and enhancing our cybersecurity systems, processes and policies, both in the office and on our vessels, to safeguard the Company from cyber risks. 33 Table of Contents Our Fleet We have built a fleet through timely and selective acquisitions of secondhand vessels and vessels under construction.
Governance We endeavor to apply corporate governance best practices, adhere to strong ethical principles and ensure the high commercial performance of our fleet. • The Company is governed by a diverse and experienced, majority independent Board of Directors. • We have adopted a rigorous Code of Business Ethics (as defined below) and Anti-Corruption Policy to address the new Global Standard Reporting Standards, the company’s ESG Commitments and the UN Global Compact Principles. • In 2024, we launched a new online whistleblowing platform on the Company’s website to facilitate anonymous and confidential reporting by internal and external stakeholders. • We implement rigorous internal controls structured to ensure robust risk management practices. • We continuously cultivate an open reporting culture both in our offices and on board our vessels. • The Company’s ESG Committee at the Board level provides guidance and oversight with regards to the company’s ESG strategy. • We deploy advanced Enterprise Resource Planning and Business Intelligence systems to enable lean operations and efficient decision making, and are continuously upgrading and enhancing our cybersecurity systems, processes and policies, both in the office and on our vessels, to safeguard the Company from cyber risks.
This grades the excellence of a company’s SMS against measurable expectations and targets without involving the burdens of excessive inspections. This standard is not meant to replace any pre-existing system or rule but rather to enhance their existing application and raise the levels of excellence achieved.
Assessment of these factors allows comparison of a company’s SMS against measurable expectations and targets without involving the burdens of excessive inspections. This program is not meant to replace any preexisting system or rule but rather to enhance their existing application and raise the levels of excellence achieved.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

122 edited+60 added−64 removed78 unchanged
Biggest changeIn addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future charter-free market value of our vessels or prices that we could achieve if we were to sell them. 86 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2022 (in millions of U.S dollars) Carrying Value as of December 31, 2023 (in millions of U.S dollars) Gargantua 209,529 2015 48 ** 45 * Star Gina 2GR 209,475 2016 34 32 Maharaj 209,472 2015 50 ** 46 * Goliath 209,537 2015 50 ** 45 * Star Leo 207,939 2018 47 45 Star Laetitia 207,896 2017 43 42 Star Ariadne 207,812 2017 47 45 Star Virgo 207,810 2017 45 43 Star Libra 207,765 2016 46 ** 44 Star Sienna 207,721 2017 43 42 Star Marisa 207,709 2016 47 ** 45 Star Karlie 207,566 2016 45 43 Star Eleni 207,555 2018 40 39 Star Magnanimus 207,526 2018 49 47 Debbie H 206,861 2019 46 45 Star Ayesha 206,852 2019 47 45 Katie K 206,839 2019 46 45 Leviathan 182,511 2014 30 29 Peloreus 182,496 2014 30 29 Star Claudine 181,258 2011 28 27 Star Ophelia 180,716 2010 26 26 Star Pauline 180,274 2008 22 22 Star Martha 180,274 2010 33 ** 31 * Pantagruel 180,181 2004 21 ** 19 * Star Polaris (3) 179,648 2011 37 ** - Star Borealis (3) 179,601 2011 37 ** - Star Lyra 179,147 2009 24 23 Star Borneo 178,978 2010 20 19 Star Bueno 178,978 2010 20 19 Star Marilena 178,978 2010 20 19 Star Janni 178,978 2010 23 22 Star Marianne 178,906 2010 20 20 Star Angie 177,931 2007 26 ** 25 * Big Fish (1) 177,620 2004 21 ** 15 Kymopolia 176,990 2006 25 ** 23 * Star Triumph 176,343 2004 13 12 Star Scarlett 175,649 2014 32 31 * Star Audrey (2) 175,125 2011 26 ** 25 Big Bang (2) 174,109 2007 27 ** 19 Star Paola 115,259 2011 20 19 Star Eva 106,659 2012 19 19 Amami 98,681 2011 22 21 Madredeus 98,681 2011 22 21 Star Sirius 98,681 2011 22 22 Star Vega 98,681 2011 22 22 Star Aphrodite 92,006 2011 19 18 Star Piera 91,951 2010 17 17 Star Despoina 91,951 2010 17 17 Star Kamila 82,769 2005 14 13 Star Electra 83,494 2011 18 18 Star Angelina 82,981 2006 16 15 Star Gwyneth 82,790 2006 17 16 * Star Luna 82,687 2008 14 14 Star Bianca 82,672 2008 15 14 Pendulum 82,619 2006 15 14 Star Maria 82,598 2007 13 12 Star Markella 82,594 2007 15 14 Star Jeanette 82,566 2014 22 21 Star Danai 82,574 2006 14 14 87 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2022 (in millions of U.S dollars) Carrying Value as of December 31, 2023 (in millions of U.S dollars) Star Elizabeth 82,403 2021 26 25 Star Pavlina (4) 82,361 2021 26 - Star Georgia 82,298 2006 13 12 Star Sophia 82,269 2007 14 13 Star Mariella 82,266 2006 15 14 Star Moira 82,257 2006 13 12 Star Renee 82,221 2006 12 11 Star Laura 82,209 2006 11 11 Star Nasia 82,220 2006 16 14 Star Nina 82,224 2006 12 11 Star Jennifer (3) 82,192 2006 10 - Star Mona 82,188 2012 19 18 Star Astrid 82,158 2012 19 18 Star Helena 82,187 2006 12 11 Star Alessia 81,944 2017 26 25 Star Calypso 81,918 2014 21 20 Star Suzanna 81,711 2013 15 15 Star Charis 81,711 2013 15 14 Mercurial Virgo 81,545 2013 21 21 Stardust 81,502 2011 19 18 Star Sky 81,466 2010 18 17 Star Lambada 81,272 2016 21 20 Star Capoeira 81,253 2015 20 20 Star Carioca 81,262 2015 20 20 Star Macarena 81,198 2016 21 21 Star Lydia 81,187 2013 21 20 Star Nicole 81,120 2013 21 20 Star Virginia 81,061 2015 23 22 Star Genesis 80,705 2010 18 17 Star Flame 80,448 2011 18 17 Star Iris 76,466 2004 13 12 Star Emily 76,417 2004 12 11 Idee Fixe 63,458 2015 24 23 Roberta 63,426 2015 24 23 Laura 63,399 2015 24 23 Star Athena (3) 63,371 2015 19 - Kaley 63,283 2015 24 24 Kennadi 63,262 2016 25 24 Mackenzie 63,226 2016 16 16 Star Apus 63,123 2014 17 16 Star Bovarius (2) 61,602 2015 18 18 Star Subaru 61,571 2015 18 18 Star Wave 61,491 2017 24 23 Star Challenger 61,462 2012 22 21 Star Fighter 61,455 2013 21 21 Honey Badger 61,320 2015 25 23 Star Lutas 61,347 2016 24 23 88 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2022 (in millions of U.S dollars) Carrying Value as of December 31, 2023 (in millions of U.S dollars) Wolverine 61,292 2015 25 24 Star Antares 61,258 2015 24 22 Star Monica 60,935 2015 22 21 Star Aquarius 60,916 2015 19 18 Star Pisces 60,916 2015 19 18 Star Glory (2) 58,680 2012 15 14 Star Pyxis 56,615 2013 13 12 Star Hydrus 56,604 2013 12 12 Star Cleo 56,582 2013 13 12 Diva 56,582 2011 11 11 Star Centaurus (3) 56,559 2012 11 - Star Hercules (3) 56,545 2012 12 - Star Pegasus 56,540 2013 12 12 Star Cepheus (3) 56,539 2012 12 - Star Columba (3) 56,530 2012 12 - Star Dorado (2) 56,507 2013 13 13 Star Aquila (3) 56,506 2012 12 - Star Bright 55,569 2010 13 12 Strange Attractor 55,742 2006 14 13 Star Omicron 53,489 2005 11 10 Star Zeta (3) 52,994 2003 7 - Star Theta (3) 52,425 2003 7 - 2,882 2,554 (5) (1) Vessel held for sale as of December 31, 2023, as further described in Note 5 of our audited consolidated financial statements (2) Vessel agreed to be sold or was actively marketed as of December 31, 2023, as further described in Note 5 of our audited consolidated financial statements (3) Vessel sold and delivered to her new owners during the year ended December 31, 2023, as further described in Note 5 of our audited consolidated financial statements (4) Vessel accounted as a total loss during the year ended December 31, 2023, as further described in Note 5 of our audited consolidated financial statements (5) Total of $2,554 represents carrying values of 116 operating vessels (including one vessel held for sale) as of December 31, 2023 * Indicates dry bulk carrier vessels for which we believe, as of December 31, 2023, the basic charter-free market value is lower than the vessel’s carrying value. ** Indicates dry bulk carrier vessels for which we believe, as of December 31, 2022, the basic charter-free market value is lower than the vessel’s carrying value.
Biggest changeIn addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future charter-free market value of our vessels or prices that we could achieve if we were to sell them. 76 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2023 (in millions of U.S dollars) Carrying Value as of December 31, 2024 (in millions of U.S dollars) Goliath 209,537 2015 45 ** 44 Gargantua 209,529 2015 46 ** 44 Star Gina 2GR 209,475 2016 32 31 Maharaj 209,472 2015 46 ** 45 Star Leo 207,939 2018 44 43 Star Laetitia 207,896 2017 42 40 Star Ariadne 207,812 2017 45 44 Star Virgo 207,810 2017 43 42 Star Libra 207,765 2016 44 42 Star Sienna 207,721 2017 42 40 Star Marisa 207,709 2016 45 43 Star Karlie 207,566 2016 43 41 Star Eleni 207,555 2018 39 38 Star Magnanimus 207,526 2018 47 46 Debbie H 206,861 2019 45 43 Star Ayesha 206,852 2019 45 44 Katie K 206,839 2019 45 43 Leviathan 182,511 2014 29 28 Peloreus 182,496 2014 29 28 Star Claudine 181,258 2011 27 26 Star Ophelia 180,716 2010 26 24 Star Pauline 180,274 2008 22 21 Star Martha 180,274 2010 31 ** 29 Pantagruel (3) 180,181 2004 19 ** - Star Lyra 179,147 2009 23 22 Star Borneo 178,978 2010 19 19 Star Bueno 178,978 2010 19 18 Star Marilena 178,978 2010 19 18 Star Janni 178,978 2010 22 21 Star Marianne 178,906 2010 20 19 Star Angie 177,931 2007 25 ** 23 * Big Fish (1) 177,662 2004 15 - Kymopolia 176,990 2006 23 ** 21 * Star Triumph (3) 176,343 2004 12 - Star Scarlett 175,649 2014 31 ** 30 77 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2023 (in millions of U.S dollars) Carrying Value as of December 31, 2024 (in millions of U.S dollars) Star Audrey (3) 175,125 2011 25 - Big Bang (3) 174,109 2007 19 - Star Paola (3) 115,259 2011 19 - Star Eva 106,659 2012 19 18 Amami 98,681 2011 21 20 Madredeus 98,681 2011 21 20 Star Sirius 98,681 2011 22 20 Star Vega 98,681 2011 22 21 Star Aphrodite 92,006 2011 18 17 Star Piera 91,951 2010 17 16 Star Despoina 91,951 2010 17 16 Star Electra 83,494 2011 18 17 Star Angelina 82,981 2006 15 13 * Star Gwyneth 82,790 2006 16 ** 14 * Star Kamila 82,769 2005 13 12 Star Luna 82,687 2008 14 13 Star Bianca 82,672 2008 14 13 Pendulum 82,619 2006 14 13 Star Maria 82,598 2007 12 12 Star Markella 82,594 2007 14 13 Star Danai 82,574 2006 14 12 Star Jeannette 82,566 2014 21 21 Star Elizabeth 82,403 2021 25 24 Star Georgia 82,298 2006 12 11 Star Sophia 82,269 2007 13 12 Star Mariella 82,266 2006 14 12 Star Moira 82,257 2006 12 11 Star Nina 82,224 2006 11 10 Star Renee 82,221 2006 11 10 Star Nasia 82,220 2006 14 13 Star Laura 82,209 2006 11 10 Star Mona 82,188 2012 18 18 Star Helena 82,187 2006 11 10 Star Astrid 82,158 2012 18 17 Star Alessia 81,944 2017 25 24 78 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2023 (in millions of U.S dollars) Carrying Value as of December 31, 2024 (in millions of U.S dollars) Star Calypso 81,918 2014 20 20 Star Suzanna 81,711 2013 15 14 Star Charis 81,711 2013 14 14 Mercurial Virgo 81,545 2013 21 19 Stardust 81,502 2011 18 17 Star Sky 81,466 2010 17 16 Star Lambada 81,272 2016 20 20 Star Carioca 81,262 2015 20 19 Star Capoeira 81,253 2015 20 19 Star Macarena 81,198 2016 21 20 Star Lydia 81,187 2013 20 19 Star Nicole 81,120 2013 20 19 Star Virginia 81,061 2015 22 21 Star Genesis 80,705 2010 17 16 Star Flame 80,448 2011 17 16 Star Iris (3) 76,466 2004 12 - Star Emily 76,417 2004 11 10 Cape Town Eagle 63,707 2015 - 23 Star Vancouver 63,670 2020 - 28 Oslo Eagle 63,655 2015 - 23 Star Rotterdam 63,629 2017 - 26 Halifax Eagle 63,618 2020 - 28 Helsinki Eagle 63,605 2015 - 23 Star Gibraltar 63,576 2015 - 22 Valencia Eagle 63,556 2015 - 23 Dublin Eagle 63,550 2015 - 23 Santos Eagle 63,536 2015 - 23 Antwerp Eagle 63,530 2015 - 23 Star Sydney 63,523 2015 - 24 Star Copenhagen 63,495 2015 - 23 Hong Kong Eagle 63,472 2016 - 25 Idee Fixe 63,458 2015 23 22 Shanghai Eagle 63,438 2016 - 25 Roberta 63,426 2015 23 23 Laura 63,399 2015 23 22 79 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2023 (in millions of U.S dollars) Carrying Value as of December 31, 2024 (in millions of U.S dollars) Star Singapore 63,386 2017 - 26 Star Westport 63,344 2015 - 23 Star Hamburg 63,334 2014 - 23 * Fairfield Eagle 63,301 2013 - 22 Star Greenwich 63,301 2013 - 22 Groton Eagle 63,301 2013 - 22 Madison Eagle 63,301 2013 - 22 Star Mystic 63,301 2013 - 22 Rowayton Eagle 63,301 2013 - 21 Southport Eagle 63,301 2013 - 21 Star Stonington 63,301 2012 - 21 * Kaley 63,283 2015 24 23 Stockholm Eagle 63,275 2016 - 25 Kennadi 63,262 2016 24 23 Mackenzie 63,226 2016 16 15 New London Eagle 63,140 2015 - 24 Star Apus 63,123 2014 16 16 Star Bovarius (3) 61,602 2015 18 - Star Subaru 61,571 2015 18 17 Stamford Eagle 61,530 2016 - 25 Star Wave 61,491 2017 23 22 Star Challenger 61,462 2012 21 20 Star Fighter 61,455 2013 21 20 Star Lutas 61,347 2016 23 22 Honey Badger 61,320 2015 23 22 Wolverine 61,292 2015 24 23 Star Antares 61,258 2015 22 21 Star Tokyo 61,225 2015 - 25 Star Monica 60,935 2015 21 21 Star Aquarius 60,916 2015 18 18 Star Pisces 60,916 2015 18 17 Star Glory (3) 58,680 2012 14 - Star Nighthawk 57,809 2011 - 15 Oriole 57,809 2011 - 15 Owl 57,809 2011 - 15 80 Table of Contents Vessel Name DWT Year Built Carrying Value as of December 31, 2023 (in millions of U.S dollars) Carrying Value as of December 31, 2024 (in millions of U.S dollars) Petrel Bulker 57,809 2011 - 15 Puffin Bulker 57,809 2011 - 15 Star Runner 57,809 2011 - 15 Star Sandpiper 57,809 2011 - 15 Crane 57,809 2010 - 14 Egret Bulker 57,809 2010 - 14 Gannet Bulker 57,809 2010 - 14 Grebe Bulker 57,809 2010 - 14 Ibis Bulker 57,809 2010 - 14 Jay 57,809 2010 - 14 Kingfisher 57,809 2010 - 14 Martin 57,809 2010 - 14 Bittern (2) 57,809 2009 - 11 Star Canary 57,809 2009 - 13 Star Pyxis (3) 56,615 2013 12 - Star Hydrus (3) 56,604 2013 12 - Star Cleo 56,582 2013 12 12 Diva (3) 56,582 2011 11 - Star Pegasus 56,540 2013 12 12 Star Dorado (3) 56,507 2013 13 - Star Goal 55,989 2010 - 16 Strange Attractor 55,742 2006 13 12 Star Bright 55,569 2010 12 11 Star Omicron 53,489 2005 10 9 2,554 (4) 3,208 (5) (1) Vessel held for sale as of December 31, 2023 and delivered to her new owners during the year ended December 31, 2024, as further described in Note 5 of our audited consolidated financial statements.
If we employ vessels on period time charters, future spot market rates may be higher or lower than the rates at which we have employed our vessels on period time charters. Voyage Expenses Voyage expenses include port and canal charges, agency fees, fuel (bunker) expenses and brokerage commissions payable to related and third parties.
If we employ vessels on period time charters, future spot market rates may be higher or lower than the rates at which we have employed our vessels on period time charters. Voyage Expenses Voyage expenses may include port and canal charges, agency fees, fuel (bunker) expenses and brokerage commissions payable to related and third parties.
(Gain)/Loss on forward freight agreements and bunker swaps, net: For the year ended December 31, 2023, we incurred a net loss on forward freight agreements and bunker swaps of $1.3 million, consisting of unrealized loss of $9.6 million and realized gain of $8.3 million.
For the year ended December 31, 2023, we incurred a net loss on forward freight agreements and bunker swaps of $1.3 million, consisting of unrealized loss of $9.6 million and realized gain of $8.3 million.
ABN AMRO $97.1 million Facility On October 27, 2021, we entered into an agreement with ABN AMRO Bank, (the “ABN AMRO $97.1 million Facility”) for a loan facility of up to $97.1 million. The amount of $97.1 million was drawn on October 29, 2021 and was used to refinance the outstanding amount under the then existing facility.
ABN AMRO $97.1 million Facility On October 27, 2021, we entered into an agreement with ABN AMRO Bank (the “ABN AMRO $97.1 million Facility”) for a loan facility of up to $97.1 million. The amount of $97.1 million was drawn on October 29, 2021 and was used to refinance the outstanding amount under the then-existing loan facility.
In June 2023, an amount of $6.3 million was prepaid in connection with the sale of the vessel Star Columba . Each tranche is repayable in 20 equal quarterly principal payments of $1.3 million and balloon payments of $23.2 million and $24.8 million, respectively, payable together with the last installments due in July 2027.
Each tranche is repayable in 20 equal quarterly principal payments of $1.3 million and balloon payments of $23.2 million and $24.8 million, respectively, payable together with the last installments due in July 2027. In June 2023, an amount of $6.3 million was prepaid in connection with the sale of the vessel Star Columba .
The first two tranches of $12.8 million and $13.5 million were used to refinance the then aggregate outstanding loan amount of the vessels Amami and Mercurial Virgo and the third tranche of $15.7 million was used to refinance the then outstanding loan amount of the vessel Star Calypso .
The first two tranches of $12.8 million and $13.5 million were used to refinance the then aggregate outstanding loan amount of the vessels Mercurial Virgo and Amami and the third tranche of $15.7 million was used to refinance the then-outstanding loan amount of the vessel Star Calypso .
Our method of calculating TCE rate is determined by dividing a) voyage revenues (net of voyage expenses, charter-in hire expense and amortization of fair value of above/below-market acquired time charter agreements, if any, as well as adjusted for the impact of realized gain/(loss) on forward freight agreements (“FFAs”) and bunker swaps) by b) Available days for the relevant time period.
Our method of calculating TCE rate is determined by dividing a) voyage revenues (net of voyage expenses, charter-in hire expenses and amortization of fair value of above/below-market acquired time charter agreements, if any, as well as adjusted for the impact of realized gain/(loss) on forward freight agreements (“FFAs”) and bunker swaps) by b) Available days for the relevant time period.
Impairment loss: During the year ended December 31, 2023, an impairment loss of $17.8 million was incurred, related to certain of our vessels which were agreed to be sold ( Star Borealis, Star Polaris, Big Fish ) during the year ended December 31, 2023 or were actively marketed before year-end ( Big Bang ).
During the year ended December 31, 2023, an impairment loss of $17.8 million was incurred, related to certain of our vessels which were agreed to be sold ( Star Borealis , Star Polaris , and Big Fish ) during the year ended December 31, 2023 or were actively marketed before year-end ( Big Bang ).
The facility is repayable in 20 quarterly principal payments of $0.6 million and a balloon payment of $13.8 million payable simultaneously with the last quarterly installment, which is due in November 2027. The CTBC $25.0 million Facility is secured by the vessel Star Libra . 13.
The facility is repayable in 20 quarterly principal payments of $0.6 million and a balloon payment of $13.8 million payable simultaneously with the last quarterly installment, which is due in November 2027. The CTBC $25.0 million Facility is secured by the vessel Star Libra . 12.
The available days for the years ended December 31, 2020, 2021, 2022 and 2023 were also decreased by off-hire days relating to disruptions in connection with crew changes as a result of COVID-19.
The available days for the years ended December 31, 2021, 2022 and 2023 were also decreased by off-hire days relating to disruptions in connection with crew changes as a result of COVID-19.
The facility is repayable in 20 quarterly principal payments of $0.5 million and a balloon payment of $14.0 million, which is due in December 2027. The ABN AMRO $24.0 million Facility is secured by the vessel Star Sienna . 15.
The facility is repayable in 20 quarterly principal payments of $0.5 million and a balloon payment of $14.0 million, which is due in December 2027. The ABN AMRO $24.0 million Facility is secured by the vessel Star Sienna . 14.
These estimates are also consistent with the plans and forecasts used by the management to conduct our business. 83 Table of Contents The future undiscounted net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed vessel days and an estimated daily time charter equivalent rate for the unfixed days over the estimated remaining economic life of each vessel, net of brokerage and address commissions.
These estimates are also consistent with the plans and forecasts used by the management to conduct our business. 74 Table of Contents The future undiscounted net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed vessel days and an estimated daily time charter equivalent rate for the unfixed days over the estimated remaining economic life of each vessel, net of brokerage and address commissions.
Gain/(Loss) on debt extinguishment: For the year ended December 31, 2023, we incurred a net loss on debt extinguishment of $5.1 million which was primarily due to the write-off of deferred finance fees and prepayment fees associated with debt prepaid during the year 2023 of $5.8 million, which was partially counterbalanced by the $0.7 million write-off of cumulative gain on the hedging instrument previously recognized in equity, following the prepayment of the corresponding loans.
For the year ended December 31, 2023, we incurred a net loss on debt extinguishment of $5.1 million which was primarily due to the write-off of deferred finance fees and prepayment fees associated with debt prepaid during the year 2023 of $5.8 million, which was partially offset by the $0.7 million write-off of cumulative gain on the hedging instrument previously recognized in equity, following the prepayment of the corresponding loans.
In particular, in terms of our estimates for the charter rates for the unfixed period, we consider that the FFA as of December 31, 2023, which is applied in our model for the first three years period, approximates the levels of charter rates at which the Company could fix all of its unfixed vessels currently, should management opt for a fully hedged chartering strategy over the next three years.
In particular, in terms of our estimates for the charter rates for the unfixed period, we consider that the FFA as of December 31, 2024, which is applied in our model for the first three years period, approximates the levels of charter rates at which the Company could fix all of its unfixed vessels currently, should management opt for a fully hedged chartering strategy over the next three years.
The SEB $30.0 million Facility was drawn in two equal tranches, each repayable in 20 equal consecutive quarterly installments of $0.4 million and a balloon payment of $6.8 million due in May 2028, along with the last installment. The loan is secured by first priority mortgages on the vessels Star Aquarius and Star Pisces . 18.
The SEB $30.0 million Facility was drawn in two equal tranches, each repayable in 20 equal consecutive quarterly installments of $0.4 million and a balloon payment of $6.8 million due in May 2028, along with the last installment. The loan is secured by first priority mortgages on the vessels Star Aquarius and Star Pisces . 17.
We refer you to the risk factor entitled “A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale” and the discussion herein under the headings “Critical Accounting Estimates - Impairment of long-lived assets”. 89 Table of Contents G.
We refer you to the risk factor entitled “A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale” and the discussion herein under the headings “Critical Accounting Estimates—Impairment of long-lived assets”. 81 Table of Contents
The facility is available in three tranches of $35.5 million each, which were drawn in November 2019 and are repayable in 40 equal consecutive quarterly installments of $0.7 million and a balloon payment of $5.9 million payable together with the last installment. The CEXIM $106.5 million Facility is secured by the three aforementioned vessels. 4.
The facility is available in three tranches of $35.5 million each, which were drawn in November 2019 and are repayable in 40 equal consecutive quarterly installments of $0.7 million and a balloon payment of $5.9 million payable together with the last installment. The CEXIM $106.5 million Facility is secured by the three aforementioned vessels. 3.
As of December 31, 2023, we were in compliance with the applicable financial and other covenants contained in our debt agreements. Bareboat Lease Agreements In December 2018, we sold and simultaneously entered into a bareboat charter party contract with an affiliate of Kyowa Sansho to bareboat charter the vessel Star Fighter for ten years.
As of December 31, 2024, we were in compliance with the applicable financial and other covenants contained in our debt agreements. Bareboat Lease Agreements In December 2018, we sold and simultaneously entered into a bareboat charter party contract with an affiliate of Kyowa Sansho to bareboat charter the vessel Star Fighter for ten years.
Our impairment analysis as of December 31, 2022 and 2023, indicated that the carrying amount of our vessels was recoverable, and therefore concluded that no impairment charge was necessary. Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highly subjective.
Our impairment analysis as of December 31, 2023 and 2024, indicated that the carrying amount of our vessels was recoverable, and therefore concluded that no impairment charge was necessary. Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highly subjective.
Each tranche is repayable in 20 equal quarterly principal payments of $0.4 million and a balloon payment ranging from $5.7 million to $7.0 million, payable together with the last installment due in August 2027. The SEB $42.0 million Facility is secured by the three aforementioned vessels. 12.
Each tranche is repayable in 20 equal quarterly principal payments of $0.4 million and a balloon payment ranging from $5.7 million to $7.0 million, payable together with the last installment due in August 2027. The SEB $42.0 million Facility is secured by the three aforementioned vessels. 11.
However our ability to obtain bank or lease financing, to refinance our existing debt or to access the capital markets for offerings in the future, may be limited by our financial condition at the time of any such financing or offering, including the market value of our fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions, weakness in the financial and equity markets and contingencies and uncertainties, that are beyond our control.
However our ability to obtain bank or lease financing, to refinance our existing debt or to access the capital markets for offerings in the future, may be limited by our financial condition at the time of any such financing or offering, including the market value of our fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions, prevailing interest rates, weakness in the financial and equity markets and contingencies and uncertainties, that are beyond our control.
The first tranche of $48.3 million was drawn on July 18, 2022 and used to replenish the funds used for the extinguishment of the amount under the then existing lease agreements with CMBL for the vessels Star Sirius , Laura , Idee Fixe , Kaley and Roberta .
The first tranche of $48.3 million was drawn on July 18, 2022 and used to replenish the funds used for the extinguishment of the amount under the then-existing lease agreements for the vessels Star Sirius , Laura , Idee Fixe , Kaley and Roberta .
The second tranche of $51.7 million was drawn on August 29, 2022, in order to refinance the amount under the then existing lease agreements with CMBL of the vessels Star Apus , Star Cleo , Star Columba , Star Dorado , Star Hydrus , Star Pegasus and Star Pyxis .
The second tranche of $51.7 million was drawn on August 29, 2022, in order to refinance the amount under the then-existing lease agreements of the vessels Star Apus , Star Cleo , Star Columba , Star Dorado , Star Hydrus , Star Pegasus and Star Pyxis .
We may also use the proceeds from potential equity or debt offerings to finance future vessel acquisitions and newbuilding vessels. Our business is capital-intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition of newer dry bulk carriers and the selective sale of older dry bulk carriers.
We may also use the proceeds from potential equity or debt offerings to finance future vessel acquisitions. Our business is capital-intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition and construction of newer dry bulk carriers and the selective sale of older dry bulk carriers.
The facility is repayable in 20 quarterly principal payments of $0.6 million and a balloon payment of $12.0 million, which is due in December 2027. The NTT $24.0 million Facility is secured by the vessel Star Virgo . 14.
The facility is repayable in 20 quarterly principal payments of $0.6 million and a balloon payment of $12.0 million, which is due in December 2027. The NTT $24.0 million Facility is secured by the vessel Star Virgo . 13.
The table set forth below indicates: (i) the carrying value of each of our vessels as of December 31, 2022 and 2023, and (ii) which of our vessels we believe have a market value below their carrying value.
The table set forth below indicates: (i) the carrying value of each of our vessels as of December 31, 2023 and 2024, and (ii) which of our vessels we believe have a market value below their carrying value.
The aggregate difference between the carrying value of these vessels and their market value of $14.8 million ($66.4 million in 2022), represents the amount by which we believe we would have to reduce our net income if we sold these vessels in the current environment, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer is not under any compulsion to buy.
The aggregate difference between the carrying value of these vessels and their market value of $4.0 million ($14.8 million in 2023), represents the amount by which we believe we would have to reduce our net income if we sold these vessels in the current environment, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer is not under any compulsion to buy.
Furthermore, vessels agreed to be sold or actively marketed as of reporting day are measured at the lower of their carrying amount or fair value less cost to sell and the difference, if any, is recorded under “Impairment loss” in the consolidated income statements.
Furthermore, vessels agreed to be sold or actively marketed as of the end of the reporting period are measured at the lower of their carrying amount or fair value less cost to sell and the difference, if any, is recorded under “Impairment loss” in the consolidated income statements.
The loan is secured by first priority mortgages on the vessels Star Karlie and Star Ariadne . 20. NBG $151.1 million Facility On November 28, 2023, we entered into a loan agreement with the National Bank of Greece for a loan amount of up to $151.1 million (the “NBG $151.1 million Facility”).
The loan is secured by first priority mortgages on the vessels Star Karlie and Star Ariadne . 19. NBG $151.1 million Facility On November 28, 2023, we entered into a loan agreement with the National Bank of Greece (“NBG”) for a loan amount of up to $151.1 million (the “NBG $151.1 million Facility”).
We may seek additional indebtedness to finance future vessel acquisitions and newbuilding vessels in order to maintain our cash position or to refinance our existing debt in more favorable terms.
We may seek additional indebtedness to finance future vessel acquisitions and our newbuilding program in order to maintain our cash position or to refinance our existing debt in more favorable terms.
To minimize such subjectivity, our analysis for the year ended December 31, 2023 also involved sensitivity analysis to the model input we believe is most important, being the historical rates.
To minimize such subjectivity, our analysis for the year ended December 31, 2024 also involved sensitivity analysis to the model input we believe is most important, being the historical rates.
Our audited consolidated income statements, shareholders’ equity and cash flows for the years ended December 31, 2021, 2022 and 2023 and the consolidated balance sheets at December 31, 2022 and 2023, together with the notes thereto, are included in “Item 18. Financial Statements” and should be read in their entirety.
Our audited consolidated income statements, statements of shareholders’ equity and cash flows for the years ended December 31, 2022, 2023 and 2024 and the consolidated balance sheets at December 31, 2023 and 2024, together with the notes thereto, are included in “Item 18. Financial Statements” and should be read in their entirety.
In assessing expected future cash outflows, management forecasts vessel operating expenses, which are based on our internal budget for the first annual period, and thereafter assume an annual inflation rate of up to 3.7% (escalating to such level during the first three- year period and capped at the thirteenth year thereafter), management fees and vessel expected maintenance costs (for dry docking and special surveys).
In assessing expected future cash outflows, management forecasts vessel operating expenses, which are based on our internal budget for the first annual period, and thereafter assume an annual inflation rate of up to 2.5% (escalating to such level during the first three-year period and capped at the thirteenth year thereafter), management fees and vessel expected maintenance costs (for dry docking and special surveys).
We are a global shipping company with extensive operational experience that owns and operates a fleet of dry bulk carrier vessels. Our vessels transport a broad range of major and minor bulk commodities, including ores, coal, grains and fertilizers, along worldwide shipping routes. 61 Table of Contents A.
We are a global shipping company with extensive operational experience that owns and operates a fleet of dry bulk carrier vessels. Our vessels transport a broad range of major and minor bulk commodities, including ores, coal, grains and fertilizers, along worldwide shipping routes. A.
Our FFAs and bunker swaps do not qualify for hedge accounting and therefore unrealized gains or losses are recognized under (Gain)/Loss on forward freight agreements and bunker swaps, net. Gain on sale of vessels Gain on sale of vessels represents net gains from the sale of our vessels concluded during the year.
Our FFAs and bunker swaps do not qualify for hedge accounting and therefore unrealized gains or losses are recognized under (Gain)/Loss on forward freight agreements and bunker swaps, net. 61 Table of Contents Gain on sale of vessels Gain on sale of vessels represents net gains from the sale of our vessels concluded during the year.
Each tranche is repayable in 20 equal consecutive, quarterly principal payments of $0.5 million and a balloon payment of $13.3 million and $14.9 million, respectively, payable simultaneously with the last installments, which are due in December 2027. The Standard Chartered $47.0 million Facility is secured by the two aforementioned vessels. 78 Table of Contents 16.
Each tranche is repayable in 20 equal consecutive, quarterly principal payments of $0.5 million and a balloon payment of $13.3 million and $14.9 million, respectively, payable simultaneously with the last installments, which are due in December 2027. The Standard Chartered $47.0 million Facility is secured by the two aforementioned vessels. 69 Table of Contents 15.
Impairment loss When indicators of impairment are present for the Company’s vessels and the undiscounted cash flows estimated to be generated by those vessels are less than their carrying value, the carrying value is reduced to its estimated fair value and the difference is recorded under “Impairment loss” in the consolidated income statements.
Impairment loss When indicators of impairment are present for the Company’s vessels and the undiscounted cash flows estimated to be generated by those vessels are less than their carrying value, the carrying value is reduced to its estimated fair value and the difference is recorded under “Impairment loss”.
The historical results included below and elsewhere in this document are not necessarily indicative of the future performance of Star Bulk. 64 Table of Contents CONSOLIDATED INCOME STATEMENT (In thousands of U.S.
The historical results included below and elsewhere in this document are not necessarily indicative of the future performance of Star Bulk. CONSOLIDATED INCOME STATEMENT ( In thousands of U.S.
Using the framework for estimating future undiscounted net operating cash flows described above, we completed our impairment analysis for the years ended December 31, 2022 and 2023, for those operating vessels whose carrying values were above their respective market values.
Using the framework for estimating future undiscounted net operating cash flows described above, we completed our impairment analysis for the years ended December 31, 2023 and 2024, for those vessels held for use whose carrying values were above their respective market values.
These acquisitions will be principally subject to management’s expectation of future market conditions as well as our ability to acquire dry bulk carriers on favorable terms.
These acquisitions and newbuilding contracts will be principally subject to management’s expectation of future market conditions as well as our ability to acquire dry bulk carriers on favorable terms.
CTBC $25.0 million Facility On November 22, 2022, we entered into a loan agreement with CTBC (the “CTBC $25.0 million Facility”), for an amount of up to $25.0 million, which was drawn on November 30, 2022 and used to refinance the outstanding amount under the then lease agreement of the vessel Star Libra.
CTBC $25.0 million Facility On November 22, 2022, we entered into a loan agreement with CTBC Bank Co., Ltd (“CTBC”), (the “CTBC $25.0 million Facility”), for an amount of up to $25.0 million, which was drawn on November 30, 2022 and used to refinance the outstanding amount under the then-existing lease agreement of the vessel Star Libra.
Year ended December 31, 2022 compared to the year ended December 31, 2021 For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2022, or our “2022 20-F”.
Year ended December 31, 2023 compared to the year ended December 31, 2022 For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to “Item 5. Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2023, or our “2023 20-F”.
ESUN $140.0 million Facility On September 26, 2023, we entered into a syndicated loan facility with E.SUN commercial Bank Ltd. as agent for an amount of $140.0 million (the “ESUN $140.0 million Facility”). The facility amount of $140.0 million was drawn on October 4, 2023.
ESUN $140.0 million Facility On September 26, 2023, we entered into a syndicated loan facility with E.SUN commercial Bank Ltd. as agent for an amount of $140.0 million (the “ESUN $140.0 million Facility”).
The remaining two tranches of $9.1 million each, for Star Charis and Star Suzanna, are repayable in 32 equal quarterly installments of $0.3 million each. The facility matures in December 2028 and is secured by the four aforementioned vessels. 75 Table of Contents 5.
The remaining two tranches of $9.1 million each, for Star Charis and Star Suzanna, are repayable in 32 equal quarterly installments of $0.3 million each. The facility matures in December 2028 and is secured by the four aforementioned vessels. 4.
As of December 31, 2023, and 2022, we were required to maintain minimum liquidity, not legally restricted, of $58.0 million and $64.0 million, respectively, which is included within “Cash and cash equivalents” in the 2023 and 2022 balance sheets, respectively.
As of December 31, 2024, and 2023, we were required to maintain minimum liquidity, not legally restricted, of $75.5 million and $58.0 million, respectively, which is included within “Cash and cash equivalents” in the 2024 and 2023 balance sheets, respectively.
The loan is secured by first priority mortgages on the vessels Star Eleni and Star Leo . 17. SEB $30.0 million Facility On May 25, 2023, we entered into a loan agreement with Skandinaviska Enskilda Banken AB for a loan amount of up to $30.0 million (the “SEB $30.0 million Facility”).
The loan is secured by first priority mortgages on the vessels Star Eleni and Star Leo . 16. SEB $30.0 million Facility On May 25, 2023, we entered into a loan agreement with SEB for a loan amount of up to $30.0 million (the “SEB $30.0 million Facility”).
As of December 31, 2023, the DNB $107.5 million Facility is secured by the vessels Star Luna , Star Astrid , Star Genesis , Star Electra and Star Monica. 7.
As of December 31, 2024, the DNB $107.5 million Facility is secured by the vessels Star Luna , Star Astrid , Star Genesis , Star Electra and Star Monica. 6.
Dry docking expenses : Dry docking expenses for the years ended December 31, 2023 and December 31, 2022, were $42.0 million and $47.7 million, respectively. During the year ended December 31, 2023, 32 vessels completed their periodic dry docking surveys compared to 35 vessels in the corresponding period in 2022.
Dry docking expenses : Dry docking expenses for the years ended December 31, 2024 and December 31, 2023, were $62.7 million and $42.0 million, respectively. During the year ended December 31, 2024, 38 vessels completed their periodic dry docking surveys compared to 32 vessels in the corresponding period in 2023.
We define working capital as current assets minus current liabilities, including the current portion of long-term bank loans and lease financing. Our working capital surplus as of December 31, 2023 and 2022 was $95.0 million and $219.5 million, respectively.
We define working capital as current assets minus current liabilities, including the current portion of long-term bank loans and lease financing. Our working capital surplus as of December 31, 2024 and 2023 was $259.2 million and $95.0 million, respectively.
In addition, as of December 31, 2023 and 2022, we were required to maintain minimum liquidity, legally restricted, of $34.3 million and of $16.6 million, respectively, which is included within “Restricted cash” in the 2023 and 2022 balance sheets, respectively.
In addition, as of December 31, 2024 and 2023, we were required to maintain minimum liquidity, legally restricted, of $15.8 million and of $34.3 million, respectively, which is included within “Restricted cash” in the 2024 and 2023 balance sheets, respectively.
Dollars) Time charter equivalent 13,027 11,789 26,978 25,461 15,824 Vessel operating expenses 3,912 4,205 4,560 4,893 4,919 Time Charter Equivalent Rate (TCE rate) Time charter equivalent rate (the “TCE rate”) represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements).
Dollars) Time charter equivalent 11,789 26,978 25,461 15,824 18,392 Vessel operating expenses 4,205 4,560 4,893 4,919 5,209 Time Charter Equivalent Rate (TCE rate) Time charter equivalent rate (the “TCE rate”) represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements).
Other operational gain: Other operational gain for the year ended December 31, 2023 of $ 34.0 million includes: a) gain from insurance proceeds relating to Star Pavlina’s total loss discussed in “Item 3. Key Information –– D.
Other operational gain: Other operational gain for the year ended December 31, 2024 of $4.7 million mainly related to gains from insurance claims. Other operational gain for the year ended December 31, 2023 of $34.0 million includes: a) gain from insurance proceeds relating to Star Pavlina’s total loss discussed in “Item 3. Key Information––D.
As of December 31, 2023, we have 9 out of our 116 operating vessels (including one vessel held for sale) (14 out of 128 of our operating vessels as of December 31, 2022) that we believe have a market value below their carrying value.
As of December 31, 2024, we have 6 out of our 151 operating vessels (9 out of 116 of our operating vessels (including one vessel held for sale) as of December 31, 2023) that we believe have a market value below their carrying value.
The increase is mainly due to increased required additional collateral of $13.5 million, as of December 31, 2023, under certain of our derivative financial instruments based on the level of the open position under such financial instruments, compared to $2.2 million required as of December 31, 2022 which are included within “Restricted cash, current” in the consolidated balance sheets.
The decrease is mainly due to decreased required additional collateral of $0.7 million, as of December 31, 2024, under certain of our derivative financial instruments based on the level of the open position under such financial instruments, compared to $13.5 million required as of December 31, 2023 which are included within “Restricted cash, current” in the consolidated balance sheets.
TCE rate is a measure of the average daily net revenue performance of our vessels.
TCE rate is a measure of the average daily net revenue performance of our operating fleet.
Interest rate swaps are recorded in the balance sheet as assets or liabilities, measured at their fair value (Level 2) with changes in such fair value recognized in earnings under (Gain)/Loss on interest rate swaps, net, unless specific hedge accounting criteria are met.
Interest rate swaps are recorded in the balance sheet as either assets or liabilities, measured at their fair value (Level 2), with changes in such fair value recognized in earnings under “Gain/(Loss) on Derivative Financial Instruments, net”, unless specific hedge accounting criteria are met.
Year ended December 31, 2023 compared to the year ended December 31, 2022 Net Cash Provided By / (Used In) Operating Activities Net cash provided by operating activities for the twelve months ended December 31, 2023 and 2022 was $335.8 million and $769.9 million, respectively.
Year ended December 31, 2024 compared to the year ended December 31, 2023 Net Cash Provided By / (Used In) Operating Activities Net cash provided by operating activities for the twelve months ended December 31, 2024 and 2023 was $471.2 million and $335.8 million, respectively.
Interest Income We earn interest income on our cash deposits with our lenders and other financial institutions. Gain/(loss) on Interest Rate Swaps, net We enter into interest rate swap transactions to manage interest costs and risk associated with changing interest rates with respect to our variable interest debt facilities.
Interest Income We earn interest income on our cash deposits with our lenders and other financial institutions. Gain/(Loss) on Derivative Financial Instruments, net We enter into interest rate swap transactions to manage interest costs and risks associated with changing interest rates with respect to our variable interest loans and credit facilities.
The facility amount was drawn on July 12, 2023 and was used to replenish the funds used in May 2023 to prepay the aggregate outstanding loan amount of $42.3 million under the DSF $55.0 million Facility (as discussed below) of the vessels Star Eleni and Star Leo.
The facility amount was drawn on July 12, 2023 and was used to replenish the funds used in May 2023 to prepay the outstanding loan amount of $42.3 million of the vessels Star Eleni and Star Leo.
The ABN AMRO $97.1 million Facility was available in two tranches, one of $68.95 million which is repayable in 20 equal quarterly principal payments of $2.25 million and a balloon payment of $23.95 million payable together with the last installment due in October 2026 and one of $28.2 million which is repayable in 12 equal quarterly principal payments of $2.35 million, maturing in October 2024.
The ABN AMRO $97.1 million Facility was available in two tranches, the first one of $69.0 million which is repayable in 20 equal quarterly principal payments of $2.3 million and a balloon payment of $24.0 million payable together with the last installment due in October 2026 and the second one of $28.2 million which is repayable in 12 equal quarterly principal payments of $2.4 million, maturing in October 2024.
The repayment schedule of the outstanding amounts under the four tranches was amended as follows: i) the first tranche is repayable in 20 quarterly installments, with variable payments of the first 13 installments of $1.7 million, the fourteenth installment of $2.2 million, the next five installments of $3.3 million and the last installment of $4.6 million due in June 2027, ii) the second tranche is repayable in 14 equal quarterly installments of $0.3 million with the last installment due in December 2025 and iii) the third and the fourth tranches are repayable in 13 equal quarterly installments of $0.7 million each, with the last installments of $0.4 million each, both due in December 2025. 2.
The remaining installments of the outstanding amounts under the four tranches were amended as follows: i) the first tranche is repayable in 13 quarterly installments, with variable payments of the first six installments of $1.5 million, the seventh installment of $1.9 million, the next five equal installments of $2.9 million and the last installment of $4.0 million due in June 2027, ii) the second tranche is repayable in seven quarterly installments of $0.2 million with the last installment due in December 2025 and iii) the third and the fourth tranches are repayable in seven quarterly installments with the first six equal installments of $0.6 million each, and the seventh and last installment of $0.4 million each, both due in December 2025.
The Credit Agricole $62.0 million Facility is secured by the vessels Star Martha, Star Sky , Stardust, Star Despoina and Star Piera . 76 Table of Contents 9.
The Credit Agricole $62.0 million Facility is secured by the vessels Star Martha, Star Sky , Stardust, Star Despoina and Star Piera . 8.
The ESUN $140.0 million Facility is repayable in 28 equal consecutive quarterly installments of $3.8 million and a balloon payment of $32.9 million, due in October 2030, along with the last installment.
The ESUN $140.0 million Facility is repayable in 28 equal consecutive quarterly installments of $3.8 million and a balloon payment of $32.9 million, due in October 2030, along with the last installment. The loan is secured by first priority mortgages on the aforementioned vessels. 18.
Prior to its repayment the facility was secured by the vessels Big Bang, Big Fish , Pantagruel , Star Nasia , Star Danai, Star Renee, Star Markella, Star Laura, Star Moira , Star Mariella, Star Helena , Star Maria , Star Triumph , Star Angelina and Star Gwyneth . 80 Table of Contents Credit Facility Covenants Our outstanding credit facilities generally contain customary affirmative and negative covenants, on a subsidiary level, including limitations to: · pay dividends if there is an event of default under our credit facilities; · incur additional indebtedness, including the issuance of guarantees, or refinance or prepay any indebtedness, unless certain conditions exist; · create liens on our assets, unless otherwise permitted under our credit facilities; · change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel; · acquire new or sell vessels, unless certain conditions exist; · merge or consolidate with, or transfer all, or substantially all, our assets to another person; or · enter into a new line of business.
Credit Facility Covenants Our outstanding credit facilities generally contain customary affirmative and negative covenants, on a subsidiary level, including limitations to: • pay dividends if there is an event of default under our credit facilities; • incur additional indebtedness, including the issuance of guarantees, or refinance or prepay any indebtedness, unless certain conditions exist; • create liens on our assets, unless otherwise permitted under our credit facilities; • change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel; • acquire new or sell vessels, unless certain conditions exist; • merge or consolidate with, or transfer all, or substantially all, our assets to another person; or • enter into a new line of business.
Our method of computing Available Days may not necessarily be comparable to Available Days of other companies due to differences in methods of calculation. · Charter-in days are the total days that we charter-in vessels not owned by us. · Time charter equivalent rate represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements) (please refer below for its detailed calculation). · Daily operating expenses : Average daily operating expenses per vessel are calculated by dividing vessel operating expenses by Ownership days.
Our method of computing Available Days may not necessarily be comparable to Available Days of other companies due to differences in methods of calculation. • Charter-in days are the total days that we charter-in vessels not owned by us. • Time charter equivalent rate represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements) (please refer below for its detailed calculation). • Daily operating expenses : Average daily operating expenses per vessel are calculated by dividing vessel operating expenses by Ownership days. 56 Table of Contents The following table presents selected consolidated financial and other data of Star Bulk for each of the five years in the five-year period ended December 31, 2024.
Operating and Financial Review and Prospects” in our 2022 20-F. 74 Table of Contents Senior Secured Credit Facilities The following summary of the material terms of our senior secured credit facilities does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of our senior secured credit facilities.
Senior Secured Credit Facilities The following summary of the material terms of our senior secured credit facilities does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of our senior secured credit facilities.
For purposes of this calculation, we have assumed that the vessels would be sold at a price that reflects our estimate of their charter-free market values as of December 31, 2023. However, we are not holding our vessels for sale, unless expressly stated.
For purposes of this calculation, we have assumed that the vessels would be sold at a price that reflects our estimate of their charter-free market values as of December 31, 2024.
The facility amount was drawn on May 30, 2023 and was used to replenish the funds used in May 2023 to prepay the outstanding loan amount of $13.1 million under the NTT Facility of the vessel Star Aquarius, and the outstanding lease amount of the vessel Star Pisces (as discussed below).
The facility amount was drawn on May 30, 2023 and was used to replenish the funds used in May 2023 to prepay the outstanding loan amount under the then-existing loan facility of the vessel Star Aquarius, and the then-outstanding lease amount of the vessel Star Pisces .
Our estimates of charter-free market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind.
However, we are not holding our vessels for sale, unless expressly stated. 75 Table of Contents Our estimates of charter-free market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind.
Other operational gain/(loss) Other operational gain/(loss) includes gain/loss from all other operating activities which are not related to the principal activities of the Company, such as gain/loss from insurance claims. 69 Table of Contents Gain/(Loss) on Forward Freight Agreements and Bunker Swaps, net When deemed appropriate from a risk management perspective, we take positions in freight derivatives, including FFAs and freight options with an objective to utilize those instruments as economic hedges to reduce the risk on specific vessels trading in the spot market and to take advantage of short term fluctuations in the market prices.
(Gain)/Loss on Forward Freight Agreements and Bunker Swaps, net When deemed appropriate from a risk management perspective, we take positions in freight derivatives, including FFAs and freight options with an objective to utilize those instruments as economic hedges to reduce the risk on specific vessels trading in the spot market and to take advantage of short term fluctuations in the market prices.
Vessel operating expenses: For the years ended December 31, 2023 and 2022, vessel operating expenses were $221.3 million and $228.6 million, respectively.
Vessel operating expenses: For the years ended December 31, 2024 and 2023, vessel operating expenses were $275.0 million and $221.3 million, respectively.
Gain/(Loss) on interest rate swaps, net: Gain/(Loss) on interest rate swaps, net for the year ended December 31, 2023 included a loss of $3.5 million associated with interest rate swaps that no longer meet the hedging relationship criteria.
Gain/(Loss) on derivative financial instruments, net: Gain/(Loss) on derivative financial instruments, net for the year ended December 31, 2024 mainly included a loss of $2.0 million associated with interest rate swaps that no longer meet the hedging relationship criteria.
Vessel operating expenses for the years ended December 31, 2023 and 2022 included additional crew expenses related to the increased number and cost of crew changes performed during the relevant periods as a result of COVID-19 related restrictions estimated to be $2.1 million and $9.6 million, respectively.
Vessel operating expenses for the year ended December 31, 2023 included additional crew expenses related to the increased number and cost of crew changes performed during the year as a result of COVID-19 related restrictions estimated to be $2.1 million. No such expenses were incurred during the year 2024.
The ABN $67.9 million Facility provides for a lower margin and an extension of the final repayment date from December 2023 to June 2027 which is also secured by the seven vessels previously securing the ABN $115.0 million Facility.
The ABN $67.9 million Facility provides for a lower margin and an extension of the final repayment date from December 2023 to June 2027 which is also secured by the seven vessels previously securing the ABN $115.0 million Facility. In April, 2024, we prepaid an amount of $6.3 million, in connection with the sale of the vessel Star Audrey .
Bunker expenses, port and canal charges primarily increase in periods during which vessel are employed on voyage charters because these expenses are paid by the owners.
Voyage expenses are incurred for our owned and chartered-in vessels during voyage charters or when the vessel is unemployed. Bunker expenses, port and canal charges primarily increase in periods during which vessel are employed on voyage charters because these expenses are paid by the owners.
In November 2023, we prepaid an amount of $9.1 million, corresponding to the outstanding loan amount of the vessel Star Athena following the vessel’s sale.
In March 2023, we prepaid an amount of $18.2 million, corresponding to the outstanding loan amount of the vessel Star Pavlina following the vessel’s constructive total loss (as discussed above). In November 2023, we prepaid an amount of $9.1 million, corresponding to the outstanding loan amount of the vessel Star Athena following the vessel’s sale.
The remaining two tranches of $17.9 million each, were drawn in January 2019 and were used to partially finance the acquisition cost of the Star Marianne and Star Janni . The loan is secured by a first priority mortgage on the aforementioned vessels.
The remaining two tranches of $17.9 million each, were drawn in January 2019 and were used to partially finance the acquisition cost of the Star Marianne and Star Janni .
The principal factors that affect our profitability, cash flows and shareholders’ return on investment include: · charter rates and duration of our charters; · age, condition and specifications of our vessels; · levels of vessel operating expenses; · depreciation and amortization expenses; · fuel costs; · financing costs; and · fluctuations in foreign exchange rates. 63 Table of Contents We believe that the important measures for analyzing trends in the results of operations consist of the following: · Average number of vessels is the number of vessels that constituted our owned fleet for the relevant period, as measured by the sum of the number of days each operating vessel was part of our owned fleet during the period divided by the number of calendar days in that period. · Ownership days are the total number of calendar days each vessel in the fleet was owned by us for the relevant period, including vessels subject to sale and leaseback transactions and finance leases. · Available days for the fleet are the Ownership days after subtracting off-hire days for major repairs, dry docking or special or intermediate surveys , change of management and vessels’ improvements and upgrades.
We believe that the important measures for analyzing trends in the results of operations consist of the following: • Average number of vessels is the number of vessels that constituted our owned fleet for the relevant period, as measured by the sum of the number of days each operating vessel was a part of our owned fleet during the period divided by the number of calendar days in that period. • Ownership days are the total number of calendar days each vessel in the fleet was owned by us for the relevant period, including vessels subject to sale and leaseback transactions and finance leases. • Available days for the fleet are the Ownership days after subtracting off-hire days for major repairs, dry docking or special or intermediate surveys, change of management and vessels’ improvements and upgrades.
In September 2021, we prepaid an amount of $2.0 million, in connection with the vessels Star Despoina and Star Piera and the remaining six semi-annual installments were amended to $3.3 million, with the last installment due in June 2024. As of December 31, 2023, the Atradius Facility was secured by a second-priority mortgage on 18 vessels of our fleet. 3.
In September 2021, we prepaid an amount of $2.0 million, in connection with the vessels Star Despoina and Star Piera and the remaining six semi-annual installments were amended to $3.3 million, with the last installment due in June 2024. During the second quarter of 2024, the Atradius Facility matured and was repaid in full.
Prior to the abovementioned drawdowns under the ING Facility, the following financing amounts have also been drawn: i) in October 2018, two tranches of $22.5 million each, which are repayable in 28 equal consecutive quarterly installments of $0.5 million and a balloon payment of $9.4 million payable together with the last installment and were used to refinance the outstanding amount under the then existing loan agreement of the vessels Peloreus and Leviathan, ii) in July 2019, two tranches of $1.4 million each, which are repayable in 16 equal consecutive quarterly installments of $0.1 million each, and which were used to finance the acquisition and installation of scrubber equipment for the vessels Peloreus and Leviathan , iii) in March 2019 and April 2019 two tranches of $32.1 million and $17.4 million, respectively, which were repayable in 28 equal consecutive quarterly principal payments of $0.5 million and $0.3 million, plus a balloon payment of $17.1 million and $8.7 million, respectively, both due in seven years after the drawdown date, and which were used to refinance the outstanding amounts under the then existing lease agreements of the vessels Star Magnanimus and Star Alessia, iv) in May 2019 and November 2019, two tranches of $1.4 million each, which were repayable in 16 equal consecutive quarterly installments of $0.1 million each, and were used to finance the acquisition and installation of scrubber equipment for the vessels Star Magnanimus and Star Alessia, v) in July 2020, six tranches of a total amount of $70.0 million, which are repayable in 24 equal consecutive quarterly principal payments and were used to refinance all outstanding amounts under the lease agreements with CMBL of the vessels Star Claudine , Star Ophelia , Star Lyra , Star Bianca , Star Flame and Star Mona, and vi) in August 2021, two tranches of $20.0 million each, which are repayable in 20 equal consecutive quarterly principal payments of $0.3 million plus a balloon payment of $14.1 million due five years after their drawdown and were used to finance part of the acquisition cost of the vessels Star Elizabeth and Star Pavlina.
ING Facility Under the facility agreement with ING Bank N.V., London Branch (“ING”) dated September 28, 2018 (the “ING Facility”), as amended and restated throughout the years, the following financing amounts have been drawn: i) in October 2018, two tranches of $22.5 million each, which are repayable in 28 equal consecutive quarterly installments of $0.5 million and a balloon payment of $9.4 million payable together with the last installment and were used to refinance the outstanding amount under the then-existing loan agreement of the vessels Peloreus and Leviathan, ii) in July 2019, two tranches of $1.4 million each, which matured in 2023 and were repayable in 16 equal consecutive quarterly installments of $0.1 million each, and which were used to finance the acquisition and installation of scrubber equipment for the vessels Peloreus and Leviathan , iii) in March 2019 and April 2019 two tranches of $32.1 million and $17.4 million, respectively, which were repayable in 28 equal consecutive quarterly principal payments of $0.5 million and $0.3 million, plus a balloon payment of $17.1 million and $8.7 million, respectively, both due in seven years after the drawdown date, and which were used to refinance the outstanding amounts under the then-existing lease agreements of the vessels Star Magnanimus and Star Alessia, iv) in May 2019 and November 2019, two tranches of $1.4 million each, which matured in 2023 and were repayable in 16 equal consecutive quarterly installments of $0.1 million each, and were used to finance the acquisition and installation of scrubber equipment for the vessels Star Magnanimus and Star Alessia, v) in July 2020, six tranches of a total amount of $70.0 million, which are repayable in 24 equal consecutive quarterly principal payments and were used to refinance all outstanding amounts under the then-existing lease agreements of the vessels Star Claudine , Star Ophelia , Star Lyra , Star Bianca , Star Flame and Star Mona, vi) in August 2021, two tranches of $20.0 million each, which are repayable in 20 equal consecutive quarterly principal payments of $0.3 million plus a balloon payment of $14.1 million due five years after their drawdown and were used to finance part of the acquisition cost of the vessels Star Elizabeth and Star Pavlina , vii) in June 2022, nine tranches ranging from $9.9 million to $12.4 million, which are repayable in 20 equal quarterly principal payments ranging from $0.3 million to $0.4 million plus a balloon payment ranging from $1.6 million to $6.9 million due five years after their drawdown, and which were used in order to refinance the amounts under the then-existing lease agreements of the vessels Star Subaru, Star Bovarius, Star Carioca, Star Capoeira, Star Macarena, Star Lambada and Star Athena acquired from Eneti Inc. and the Star Vega and to refinance the then-outstanding loan amount of the vessel Madredeus , viii) in September 2023 an additional tranche of $15.0 million which is repayable in 20 quarterly installments of $0.4 million and a balloon payment of $6.9 million, payable together with the last installment due in September 2028 and was used to refinance the outstanding amount under the then-existing lease agreement of the vessel Star Lutas and ix) in November 2023, an amount of $62.0 million was drawn which was used to finance part of the Second Oaktree Share Repurchase (as defined below).

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeBased on 7.5% of the actual Excess Savings as of December 31, 2022, and the closing price of our common stock as of that date of $19.23, 450,000 common shares were awarded to key employees upon the approval of the Board of Directors which vested and were issued on February 27, 2023.
Biggest changeBased on 7.5% of the actual Excess Savings i) as of December 31, 2022, and the closing price of our common stock as of that date of $19.23, 450,000 common shares were awarded to key employees upon the approval of the Board of Directors which vested and were issued on February 27, 2023, ii) as of December 31, 2023, and the closing price of our common stock as of that date of $21.26, 370,000 common shares were awarded to key employees upon the approval of the Board of Directors, which vested and were issued on March 8, 2024 and iii) as of December 31, 2024, and the closing price of our common stock as of that date of $14.95, 435,450 common shares were awarded to key employees upon the approval of the Board of Directors, which vested and were issued on February 25, 2025.
Committees of the Board of Directors Our audit committee which is currently comprised of two independent directors, is responsible for, among other things, (i) reviewing our accounting controls, (ii) making recommendations to the Board of Directors with respect to the engagement of our independent auditors and (iii) reviewing all related party transactions for potential conflicts of interest and all those related party transactions and subject to approval by our audit committee.
Committees of the Board of Directors Our Audit Committee which is currently comprised of two independent directors, is responsible for, among other things, (i) reviewing our accounting controls, (ii) making recommendations to the Board of Directors with respect to the engagement of our independent auditors and (iii) reviewing all related party transactions for potential conflicts of interest and all those related party transactions are subject to approval by our Audit Committee.
From 1984-1999 he worked at Lazard Frères & Co.; from 1995 onward as general partner and head of shipping. Mr. Norton is a director of Neptune Lines and the Safariland Group. Mr. Norton received an AB in Physics from Harvard and a Ph.D. in Physics from University of Chicago. 91 Table of Contents Simos Spyrou, Co-Chief Financial Officer Mr.
From 1984-1999 he worked at Lazard Frères & Co.; from 1995 onward as general partner and head of shipping. Mr. Norton is a director of Neptune Lines and the Safariland Group. Mr. Norton received an AB in Physics from Harvard and a Ph.D. in Physics from University of Chicago. Simos Spyrou, Co-Chief Financial Officer Mr.
We reserved a total of 515,000 common shares, 810,000 common shares and 631,500 common shares for issuance under the respective Equity Incentive Plans, subject to further adjustment for changes in capitalization as provided in the plans.
We reserved a total of 810,000 common shares, 631,500 common shares and 575,000 common shares for issuance under the respective Equity Incentive Plans, subject to further adjustment for changes in capitalization as provided in the plans.
He is also the Chairman of our Nominating and Corporate Governance Committee. He has served as the Managing Director of Augustea Bunge Maritime Ltd. of Malta. From 1998 to September 2004, Mr.
He is also the Chairman of our Nomination and Corporate Governance Committee. He has served as the Managing Director of Augustea Bunge Maritime Ltd. of Malta. From 1998 to September 2004, Mr.
For the years ended December 31, 2021, 2022 and 2023, we estimated the intrinsic value of the award based on the fuel market prices at each year end and assumed, based on our best estimate, a range between 5% and 7.5% of Excess Savings to be awarded by the Board of Directors, and as a result an amount of $1.2 million, $9.6 million and $8.8 million, respectively, was recognized and is included under “General and administrative expenses” in the consolidated income statements for the years ended December 31, 2021, 2022 and 2023 .
For the years ended December 31, 2022, 2023 and 2024, we estimated the intrinsic value of the award based on the fuel market prices at each year end and assumed, based on our best estimate, a range between 5% and 7.5% of Excess Savings to be awarded by the Board of Directors, and as a result an amount of $9.6 million, $8.8 million and $3.3 million, respectively, was recognized and is included under “General and administrative expenses” in the consolidated income statements for the years ended December 31, 2022, 2023 and 2024.
The term of each class of directors expires as follows: · The term of the Class A directors expires in 2026; · The term of the Class B directors expires at the 2024 Annual General Meeting set for May 14, 2024; and · The term of the Class C directors expires in 2025.
The term of each class of directors expires as follows: • The term of the Class A directors expires in 2026; • The term of the Class B directors expires in 2027; and • The term of the Class C directors expires at the 2025 Annual General Meeting set for May 14, 2025.
This has involved both private and public listed companies, where he has held various board and management positions over the years. The Blystad Group has investments in various shipping segments such as dry bulk, chemical tankers, container feeder and semi sub heavy-lift, real- estate and securities. Raffaele Zagari, Director Mr.
This has involved both private and public listed companies, where he has held various board and management positions over the years. The Blystad Group has investments in various shipping segments such as dry bulk, chemical tankers, container feeder and semi sub heavy-lift, real-estate and securities. 84 Table of Contents Raffaele Zagari, Director Mr.
Mahesh Balakrishnan and Mr. Spyros Capralos, who is the Chairman of the committee. Our Nominating Committee consists of Mr. Spyros Capralos and Mr. Koert Erhardt, who is the Chairman of the committee. Our ESG Committee consists of Mrs. Eleni Vrettou, Mr. Nikolaos Karellis and Mr. Mahesh Balakrishnan, who is the Chairman of the ESG Committee.
Mahesh Balakrishnan and Mr. Spyros Capralos, who is the Chairman of the committee. Our Nomination Committee consists of Mr. Spyros Capralos and Mr. Koert Erhardt, who is the Chairman of the committee. Our ESG Committee consists of Mrs. Eleni Vrettou, Mr. Nikolaos Karellis and Mr. Mahesh Balakrishnan, who is the Chairman of the ESG Committee.
Compensation of Directors and Senior Management For the year ended December 31, 2023, aggregate compensation to our senior management was $2.6 million under the employment agreements. Non-employee directors of Star Bulk receive an annual cash retainer of $15,000, each.
Compensation of Directors and Senior Management For the year ended December 31, 2024, aggregate compensation to our senior management was $2.5 million under the employment agreements. Non-employee directors of Star Bulk receive an annual cash retainer of $15,000, each.
We do not have a retirement plan for our officers or directors. The aggregate compensation of the Board of Directors for the year ended December 31, 2023 was approximately $0.2 million. 94 Table of Contents Employment and Consultancy Agreements We are a party to employment and consultancy agreements with certain members of our senior management team.
We do not have a retirement plan for our officers or directors. The aggregate compensation of the Board of Directors for the year ended December 31, 2024 was approximately $0.2 million. Employment and Consultancy Agreements We are a party to employment and consultancy agreements with certain members of our senior management team.
Vrettou served as the Executive General Manager, Chief of Corporate and Investment Banking at Piraeus Bank Group and she has also acted as Chairman of the Board of Directors for Piraeus Factors S.A, Piraeus Leasing and Piraeus Leases, as well as a Director for ETVA Industrial Development Zones.
From April 2019 to April 2022 Ms. Vrettou served as the Executive General Manager, Chief of Corporate and Investment Banking at Piraeus Bank Group and she has also acted as Chairman of the Board of Directors for Piraeus Factors S.A, Piraeus Leasing and Piraeus Leases, as well as a Director for ETVA Industrial Development Zones.
There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service. D. Employees As of December 31, 2023, we had 216 employees including our executive officers. E.
There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service. D. Employees As of December 31, 2024, we had 301 employees including our executive officers, compared to 216 employees as of December 31, 2023 and 209 employees as of December 31, 2022. E.
Related Party Transactions –– Consultancy Agreements.” Equity Incentive Plans On June 7, 2021, April 11, 2022 and May 16, 2023, our Board of Directors approved the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”), the 2022 Equity Incentive Plan (the “ 2022 Equity Incentive Plan”), and the 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”) (collectively, the “Equity Incentive Plans”), respectively, under which our officers, key employees, directors, and consultants are eligible to receive options to acquire common shares, share appreciation rights, restricted shares and other share-based or share-denominated awards.
Related Party Transactions––Consultancy Agreements.” 86 Table of Contents Equity Incentive Plans On April 11, 2022, May 16, 2023 and May 28, 2024, our Board of Directors approved the 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”), the 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”), and the 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”) (collectively, the “Equity Incentive Plans”), respectively, under which our officers, key employees, directors, and consultants are eligible to receive options to acquire common shares, share appreciation rights, restricted shares and other share-based or share-denominated awards.
In particular, the amended program is triggered when our cumulative fuel cost savings, beginning from November 2019, exceed the threshold of $250 million (“Excess Savings”). The program expires on December 31, 2024.
In particular, the amended program is triggered when our cumulative fuel cost savings, beginning from November 2019, exceed the threshold of $250 million (“Excess Savings”).
Begleris is also an executive of Oceanbulk Maritime S.A. and is Co-Chief Financial Officer of Oceanbulk Maritime S.A.’s joint ventures with Oaktree. Mr. Begleris received an M.Eng. in Mechanical Engineering from Imperial College, London, and an MBA from Harvard Business School. Nicos Rescos, Chief Operating Officer Mr. Nicos Rescos has served as our Chief Operating Officer since July 2014.
Begleris is also an executive of Oceanbulk Maritime S.A. and is Co-Chief Financial Officer of Oceanbulk Maritime S.A.’s joint ventures with Oaktree. Mr. Begleris received an M.Eng. in Mechanical Engineering from Imperial College, London, and an MBA from Harvard Business School. 83 Table of Contents Nicos Rescos, Chief Operating Officer Mr.
He has been active on a number of creditors’ committees, including ad hoc committees in the Lehman Brothers and LyondellBasell restructurings. Prior to Oaktree, Mr. Balakrishnan spent two years as an analyst in the Financial Sponsors & Leveraged Finance group at UBS Investment Bank. Mr.
He has been active on a number of creditors’ committees, including ad hoc committees in the Lehman Brothers and LyondellBasell restructurings. Prior to Oaktree, Mr. Balakrishnan spent two years as an analyst in the Financial Sponsors & Leveraged Finance group at UBS Investment Bank. Mr. Balakrishnan graduated cum laude with a B.A. degree in Economics (Honors) from Yale University.
Our nominating and corporate governance committee, which is currently comprised of two independent directors, is responsible for, among other things, (i) recommending to the Board of Directors nominees for director and directors for appointment to committees of the Board of Directors, and (ii) advising the Board of Directors with regard to corporate governance practices.
Our Compensation Committee, which is currently comprised of two independent directors, is responsible for, among other things, recommending to the Board of Directors our senior executive officers’ compensation and benefits. 88 Table of Contents Our Nomination and Corporate Governance Committee, which is currently comprised of two independent directors, is responsible for, among other things, (i) recommending to the Board of Directors nominees for director and directors for appointment to committees of the Board of Directors, and (ii) advising the Board of Directors with regard to corporate governance practices.
Prior to her employment with HSBC, she had worked for Greek and foreign financial institutions in Athens and New York in the fields of credit and risk management and investment banking (M&A). Ms. Vrettou holds a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania. B.
Prior to her employment with HSBC, she had worked for Greek and foreign financial institutions in Athens and New York in the fields of credit and risk management and investment banking (M&A). Ms.
Our directors and executive officers are as follows: Name Age Position Petros Pappas 71 Chief Executive Officer and Class C Director Spyros Capralos 69 Non-Executive Chairman and Class B Director Hamish Norton 65 President Simos Spyrou 49 Co-Chief Financial Officer Christos Begleris 42 Co-Chief Financial Officer Nicos Rescos 52 Chief Operating Officer Charis Plakantonaki 44 Chief Strategy Officer Zenon Kleopas 69 Executive Vice President – Green Energy & Technology Koert Erhardt 68 Class B Director Mahesh Balakrishnan 41 Class A Director Nikolaos Karellis 73 Class A Director Arne Blystad 69 Class C Director Raffaele Zagari 55 Class C Director Sherman Lau 30 Class B Director Eleni Vrettou 45 Class A Director 90 Table of Contents Petros Pappas, Chief Executive Officer and Director Mr.
Our directors and executive officers are as follows: Name Age Position Petros Pappas 72 Chief Executive Officer and Class C Director Spyros Capralos 70 Non-Executive Chairman and Class B Director Hamish Norton 66 President Simos Spyrou 50 Co-Chief Financial Officer Christos Begleris 43 Co-Chief Financial Officer Nicos Rescos 53 Chief Operating Officer Charis Plakantonaki 45 Chief Strategy Officer Zenon Kleopas 70 Executive Vice President – Green Energy & Technology Koert Erhardt 69 Class B Director Mahesh Balakrishnan 42 Class A Director Nikolaos Karellis 74 Class A Director Arne Blystad 70 Class C Director Raffaele Zagari 56 Class C Director Eleni Vrettou 46 Class A Director Gary Weston 67 Class A Director Milena Pappas 41 Class B Director 82 Table of Contents Petros Pappas, Chief Executive Officer and Director Mr.
During the years 2021, 2022, 2023 and up to February 9, 2024, pursuant to the Equity Incentive Plans, we have granted to certain directors and officers the following securities: • On June 7, 2021, 226,500 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 113,250 restricted common shares vested in September 2021, 56,625 restricted common shares vested in June 2022 and the remaining 56,625 restricted common shares vest in June 2024. • On April 11, 2022, 535,005 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 359,305 restricted common shares vested in October 2022, 87,850 restricted common shares vested in April 2023 and the remaining 87,850 restricted common shares vest in April 2025. • On May 16, 2023, 416,500 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 279,500 restricted common shares vested in November 2023, 68,500 restricted common shares vest in May 2024 and the remaining 68,500 restricted common shares vest in May 2026. • As of the date of this annual report, 72,959 common shares are available under the Equity Incentive Plans.
During the years 2022, 2023, 2024 and up to February 17, 2025, pursuant to the Equity Incentive Plans, we have granted to certain directors and officers the following securities: • On April 11, 2022, 535,005 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 359,305 restricted common shares vested in October 2022, 87,850 restricted common shares vested in April 2023 and the remaining 87,850 restricted common shares vest in April 2025. • On May 16, 2023, 416,500 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 279,500 restricted common shares vested in November 2023, 68,500 restricted common shares vested in May 2024 and the remaining 68,500 restricted common shares vest in May 2026. 87 Table of Contents • On May 28, 2024, 355,012 restricted common shares were granted to certain directors and officers, of which 237,012 restricted common shares vested in November 2024, 59,000 restricted common shares vest in May 2025 and the remaining 59,000 common shares vest in May 2027. • As of the date of this annual report, 74,877 common shares are available under the Equity Incentive Plans.
Share Ownership With respect to the total amount of common shares owned by all of our officers and directors, individually and as a group, see “Item 7. Major Shareholders and Related Party Transactions.” 97 Table of Contents F.
Share Ownership With respect to the total amount of common shares owned by all of our officers and directors, individually and as a group, see “Item 7. Major Shareholders and Related Party Transactions.” With respect to arrangements for involving the employees in the capital of the company, see “Item 6. Directors, Senior Management and Employees—B.
He also serves as Chief Operating Officer and Commercial Director of Oceanbulk Maritime S.A. since May 2010. Mr. Rescos has been actively involved in the shipping industry for the past 27 years having held several senior commercial management positions throughout his career developing strong expertise in the dry bulk, container and product tanker markets.
Rescos has been actively involved in the shipping industry for the past 27 years having held several senior commercial management positions throughout his career developing strong expertise in the dry bulk, container and product tanker markets.
Zagari holds a Diploma in Commercial Operation of Shipping at Guldhall University London. 93 Table of Contents Charis Plakantonaki, Chief Strategy Officer Charis Plakantonaki joined Star Bulk in 2015 as Head of Strategic Planning, and in 2017 she assumed the position of Chief Strategy Officer.
Zagari holds a Diploma in Commercial Operation of Shipping at Guildhall University London. Charis Plakantonaki, Chief Strategy Officer Charis Plakantonaki joined Star Bulk in 2015 as Head of Strategic Planning and assumed the position of Chief Strategy Officer in 2017. She leads the Company’s strategic planning, ESG, human resources, information technology, public affairs and corporate communications.
Shareholders’ approval of Equity Incentive Plans amendments may be required in certain definitive, pre-determined circumstances if required by applicable rules of a national securities exchange or the Commission.
Shareholders’ approval of Equity Incentive Plans amendments may be required in certain definitive, pre-determined circumstances if required by applicable rules of a national securities exchange or the Commission. Unless terminated earlier by the Board of Directors, the Equity Incentive Plans will expire ten years from the date on which the Equity Incentive Plans were adopted by the Board of Directors.
Karellis is currently a Director of the advisory firm MARININVEST ADVISERS LTD and has more than 35 years of experience in the shipping sector in financial institutions.
Nikolaos Karellis, Director Mr. Nikolaos Karellis has served as a director of our Board of Directors since May 2016 and as Chairman of the Audit Committee since May 2020. Mr. Karellis is currently a Director of the advisory firm MARININVEST ADVISERS LTD and has more than 35 years of experience in the shipping sector in financial institutions.
She also serves on the Board of Trustees of the Anatolia College, on the Advisory Board of Blue Growth and on the Advisory Board of Seafair. Zenon Kleopas, Executive Vice President – Green Energy & Technology Zenon Kleopas is our Executive Vice President - Green Energy & Technology of Star Bulk.
Since 2013, she has served on the Board of Trustees of Anatolia College, where she chairs the Long Range Planning Committee. Zenon Kleopas, Executive Vice President – Green Energy & Technology Zenon Kleopas is our Executive Vice President - Green Energy & Technology of Star Bulk.
As of February 9, 2024, there are 364,001 common shares unvested from the 2021, 2022, and 2023 Equity Incentive Plans.
The terms and conditions of the Equity Incentive Plans are substantially similar to those of the previous plans. As of February 17, 2025, there are 358,791 common shares unvested from the 2022, 2023, and 2024 Equity Incentive Plans.
He received his B.B.A. degree with highest distinction in economics from the University of California, San Diego. Eleni Vrettou, Director Eleni Vrettou serves as the Chief Executive Officer of Attica Bank since September 2022 and has more than 20 years international experience in banking, specializing in the areas of investment, corporate and commercial banking.
Eleni Vrettou, Director Eleni Vrettou serves as the Chief Executive Officer of Attica Bank since September 2022 and has more than 20 years international experience in banking, specializing in the areas of investment, corporate and commercial banking. Prior to her present position, she held the role of Chief Strategy and Investor Relations Officer for Lamda Development.
Plakantonaki received a B.S. in International & European Economics & Politics from the University of Macedonia, where she graduated as valedictorian, and an MBA from INSEAD. She serves on the Board of the Liberian Shipowners’ Council, and represents Star Bulk in the Global Maritime Forum and the Getting to Zero Coalition.
She holds an MBA from INSEAD and a BS in International and European Studies from the University of Macedonia, where she graduated as valedictorian. She sits on the Board of the Liberian Shipowners’ Council, the Governance Committee of the Maritime Emissions Reduction Center and the Advisory Board of Seafair.
Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected. Messrs. Mahesh Balakrishnan and Nikolaos Karellis and Mss. Katherine Ralph and Eleni Vrettou were re-elected to the Board of Directors at the Company’s 2023 Annual Meeting of Shareholders held on May 8, 2023. Oaktree caused Mr.
Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected. On April 9, 2024 in connection with the closing of the Eagle Merger, Star Bulk appointed Mr. Gary Weston to the Board of Directors. Messrs.
From 2008 to 2015 she worked at Thenamaris (Ships Management) Inc., for the first five years as Strategic Projects Manager and subsequently as Head of Corporate Communications. Prior to joining Thenamaris, she was a Senior Consultant at the Boston Consulting Group where she managed strategy development projects for multinational companies across different industries. Mrs.
Prior to Star Bulk, she worked for seven years at Thenamaris (Ships Management) focusing on strategy, planning and corporate communications. Before that, she was a senior consultant at the Boston Consulting Group, managing strategy projects across various industries and geographies. Charis has also worked at Diageo’s Centre of Excellence and for the Organizing Committee of the ATHENS 2004 Olympic Games.
Removed
Ryan Lee and Ms. Katherine Ralph, two of Oaktree’s previously designee directors, to resign following the Oaktree Share Repurchases discussed above under “Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources. Our Board of Directors is comprised of nine Directors.
Added
Spyros Capralos, Koert Erhardt and Sherman Lau were re-elected to the Board of Directors at the Company’s 2024 Annual Meeting of Shareholders held on May 14, 2024. On August 7, 2024, we announced the resignation of Mr. Sherman Lau, a Class B Director since May 2021. Ms.
Removed
Pursuant to the Eagle Merger Agreement, Star Bulk has agreed to cause, effective as of the Effective Time, one existing director of the Eagle board of directors as of the date of the Eagle Merger Agreement to be appointed to the Star Bulk Board of Directors.
Added
Milena Maria Pappas was appointed by the Board, as a Class B Director, to fill the seat made vacant by the resignation of Mr. Lau. Our Board of Directors is comprised of ten Directors.
Removed
Balakrishnan graduated cum laude with a B.A. degree in Economics (Honors) from Yale University. 92 Table of Contents Nikolaos Karellis, Director Mr. Nikolaos Karellis has served as a director of our Board of Directors since May 2016 and as Chairman of the Audit Committee since May 2020. Mr.
Added
Nicos Rescos has served as our Chief Operating Officer since July 2014. He also serves as Chief Operating Officer and Commercial Director of Oceanbulk Maritime S.A. since May 2010. Mr.
Removed
Sherman Lau, Director Mr. Sherman Lau has served on our Board of Directors since May 2021. He is a senior vice president on the Distressed Opportunities team in Los Angeles. Prior to joining Oaktree in 2015, Mr. Lau spent two years as an investment banking analyst in the Financial Sponsors Group at Barclays.
Added
Vrettou holds a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania. 85 Table of Contents Gary Weston, Director Gary Weston has served as a director of the Company since April 2024. Previously he was a director of Eagle. Mr.
Removed
Prior to her present position, she held the role of Chief Strategy and Investor Relations Officer for Lamda Development. From April 2019 to April 2022 Ms.
Added
Weston has also served as the Executive Chairman and Chief Executive Officer of C Transport Maritime S.A.M., a provider of commercial, operational, technical and logistical management of dry bulk vessels. Mr.
Removed
Unless terminated earlier by the Board of Directors, the Equity Incentive Plans will expire ten years from the date on which the Equity Incentive Plans were adopted by the Board of Directors. 95 Table of Contents The terms and conditions of the Equity Incentive Plans are substantially similar to those of the previous plans.
Added
Weston was also a director and Chief Executive Officer of various affiliated companies controlled by the Ceres Group of Companies, including CBC Holdings Ltd., DryLog Ltd., Carras Ltd. and Tara Ltd. Prior to that, Mr. Weston was the Executive Chairman of H. Clarkson & Co.
Removed
In addition, based on 7.5% of the actual Excess Savings as of December 31, 2023, and the closing price of our common stock as of that date of $21.26, 370,000 common shares were awarded to key employees upon the approval of the Board of Directors which vested and were issued on March 8, 2024 . 96 Table of Contents C.
Added
Ltd. and Chief Executive Officer of Clarksons PLC, the world’s largest shipbroker and a leading provider of integrated shipping services. Mr.
Removed
Our compensation committee, which is currently comprised of two independent directors, is responsible for, among other things, recommending to the Board of Directors our senior executive officers’ compensation and benefits.
Added
Weston currently serves as a non-executive director and member of the Audit, Compensation and Finance Committees of Wah Kwong Transport Holdings Limited, a privately-owned shipping company and previously served as a non-executive director and a member of the Audit, Regulatory and Risk Committee of the United Kingdom Freight Demurrage and Defence Association Limited, a leading provider of legal defense services in the shipping industry.
Removed
Board Diversity Matrix The table below provides certain information regarding the diversity of our Board of Directors as of the date of this annual report.
Added
Mr. Weston is a member of the Chartered Institute of Logistics and Transport. He received a B.Sc. in Maritime Studies from the University of Wales, in Cardiff. Milena Maria Pappas, Director Ms. Milena Pappas has served on the Board since August 2024.
Removed
Board Diversity Matrix Country of Principal Executive Offices: Greece Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 9 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 8 - - Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 1 LGBTQ+ - Did Not Disclose Demographic Background 8
Added
She is a Commercial Director of the Company and under that capacity she is responsible for S&P, for Commercial Projects and for Investor Relations. She also acts as a consultant of Interchart Shipping Inc., the exclusive chartering broker of the Company. Ms.
Added
Pappas also serves on the Board of HELMEPA, a nonprofit organization aiming to reduce ship-generated pollution and increase educational environmental awareness and on the board of Just World International, a nonprofit organization that provides access to education, nutrition and health programs for children around globe.
Added
She has also served previously on the Company’s Board as Director during 2009 – 2014 and has worked in the Finance Department of Oceanbulk Maritime S.A. Prior to that, she was trained at Merrill Lynch in the Private Wealth Department and thereafter at the CoeClerici Group in the Risk Management Department.
Added
In 2004, while at Merrill Lynch, she assisted in founding the “Women’s Milestones” program. She holds a dual Bachelor of Arts in Psychology and Sociology from Cornell University, N.Y., where she graduated with honors and an M.Sc. in Shipping, Trade and Finance from Cass University, London. B.
Added
While the Performance Incentive Program was originally designed to expire on December 31, 2024, our Board of Directors approved its renewal on February 12, 2025, with any future program awards however remaining always subject to the sole discretion of the Board of Directors of the Company. C.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

43 edited+3 added−59 removed20 unchanged
Biggest changeNotwithstanding anything to the contrary in the foregoing, any Oaktree designee shall be disqualified from constituting a Disinterested Director for purposes of the standstill provision. 110 Table of Contents “ Equity Securities ” means, with respect to any entity, all forms of equity securities in such entity or any successor of such entity (however designated, whether voting or non-voting), all securities convertible into or exchangeable or exercisable for such equity securities, and all warrants, options or other rights to purchase or acquire from such entity or any successor of such entity, such equity securities, or securities convertible into or exchangeable or exercisable for such equity securities, including, with respect to the Company, the Common Shares and Preferred Shares.
Biggest changeNotwithstanding anything to the contrary in the foregoing, any Oaktree designee shall be disqualified from constituting a Disinterested Director for purposes of the standstill provision.
Each of the direct and indirect general partners, managing members, directors, unit holders, shareholders, and members of Fund IX, Parallel 2, Dry Bulk Holdings, Oaktree OBC and FIE may be deemed to share voting and dispositive power over the shares owned by such entities, but disclaims beneficial ownership in such shares except to the extent of any pecuniary interest therein.
Each of the direct and indirect general partners, managing members, directors, unit holders, shareholders, and members of Fund IX, Parallel 2, Dry Bulk Holdings, Oaktree OBC, FIE and EB Holdings may be deemed to share voting and dispositive power over the shares owned by such entities, but disclaims beneficial ownership in such shares except to the extent of any pecuniary interest therein.
In addition, in the event that we register additional common shares for sale to the public, we are required to give notice to Oaktree and affiliates of Mr. Petros Pappas of our intention to effect such registration and, subject to certain limitations, we are required to include our common shares held by those holders in such registration.
In addition, in the event that we register additional common shares for sale to the public, we are required to give notice to affiliates of Mr. Petros Pappas of our intention to effect such registration and, subject to certain limitations, we are required to include our common shares held by those holders in such registration.
Certain Definitions For purposes of this description of the Oaktree Shareholders Agreement, the following definitions apply: “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where “control” for purposes of this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor or otherwise.
Certain Definitions For purposes of this description of the Pappas Shareholders Agreement, the following definitions apply: “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor or otherwise.
Pappas and Zagari, that are presented within line items “Entities affiliated with Petros Pappas” and “Entities affiliated with Raffaele Zagari ”, respectively, above. Our major shareholders, save for what is referred below, have the same voting rights as our other shareholders. No foreign government owns more than 50% of our outstanding common shares.
Pappas and Zagari, that are presented within line items “Entities affiliated with Petros Pappas” and “Entities affiliated with Raffaele Zagari”, respectively, above. Our major shareholders, save for what is referred to below, have the same voting rights as our other shareholders. No foreign government owns more than 50% of our outstanding common shares.
“ Contested Election ” means an election of Directors to the Board of Directors where one or more members of the slate of nominees put forward by the Nominating and Corporate Governance Committee is being opposed by one or more competing nominees.
“ Contested Election ” means an election of Directors to the Board of Directors where one or more members of the slate of nominees put forward by the Nomination and Corporate Governance Committee is being opposed by one or more competing nominees.
In aggregate, the related expenses under the consultancy agreements for 2021, 2022 and 2023 were $0.5 million, $0.5 million and $0.6 million respectively, and are included in General and administrative expenses in the consolidated income statements. In addition, non-employee directors of the Board of Directors and each chairman of our standing committees receive an annual cash retainer.
In aggregate, the related expenses under the consultancy agreements for 2022, 2023 and 2024 were $0.5 million, $0.6 million and $0.8 million, respectively, and are included in General and administrative expenses in the consolidated income statements. In addition, non-employee directors of the Board of Directors and each chairman of our standing committees receive an annual cash retainer.
Petros Pappas and his children, Ms. Milena-Maria Pappas (one of our former directors) and Mr. Alexandros Pappas, and entities affiliated to them (“Pappas Shareholders”) in the Company following consummation of the Oceanbulk Merger.
Petros Pappas and his children, Ms. Milena-Maria Pappas (one of our current directors) and Mr. Alexandros Pappas, and entities affiliated to them (“Pappas Shareholders”) in the Company following consummation of the Oceanbulk Merger.
Major Shareholders The following table presents certain information as of February 9, 2024, February 16, 2023, and February 16, 2022 regarding the ownership of our common shares with respect to each shareholder, who we know to beneficially own more than five percent of our outstanding common shares, and our executive officers and directors.
Major Shareholders The following table presents certain information as of February 17, 2025, February 9, 2024, and February 16, 2023 regarding the ownership of our common shares with respect to each shareholder, who we know to beneficially own more than five percent of our outstanding common shares, and our executive officers and directors.
One of the affiliated companies of Oceanbulk Maritime S.A provides us certain financial corporate development services. The related expenses for each of the years ended December 31, 2021, 2022 and 2023 were $0.3 million, $0.2 million and $0.2 million, respectively, and are included in General and administrative expenses in the consolidated income statements.
One of the affiliated companies of Oceanbulk Maritime S.A provides us certain financial corporate development services. The related expenses for each of the years ended December 31, 2022, 2023 and 2024 were $0.2 million, $0.2 million and $0.1 million, respectively, and are included in General and administrative expenses in the consolidated income statements.
The management fees incurred for the year ended December 31, 2021, 2022 and 2023 were $0.1 million, $3.3 million and $2.7 million, respectively, and are included in “Management fees” in the consolidated income statements. As of December 31, 2022 and 2023, we had outstanding payable of $1.4 million and $1.5 million, respectively to Iblea Ship Management Limited.
The management fees incurred for the year ended December 31, 2022, 2023 and 2024 were $3.3 million, $2.7 million and $2.6 million, respectively, and are included in “Management fees” in the consolidated income statements. As of December 31, 2023 and 2024, we had outstanding payable of $1.5 million and $3.1 million, respectively to Iblea Ship Management Limited.
We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Star Bulk. We have granted certain demand registration rights and shelf registration rights to Oaktree, affiliates of Mr. Petros Pappas, York and Augustea pursuant to the Registration Rights Agreement. See “Item 7.
We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Star Bulk. We have granted certain demand registration rights and shelf registration rights to affiliates of Mr. Petros Pappas, York and Augustea pursuant to the Registration Rights Agreement. See “Item 7. Major Shareholders and Related Party Transactions––B.
Common Shares Beneficially Owned as of February 9, 2024 February 16, 2023 February 16, 2022 Beneficial Owner (1) Amount Percentage Amount Percentage Amount Percentage Oaktree Capital Group Holdings GP, LLC and certain of its advisory clients (2) 6,107,983 7.3% 26,067,483 25.3% 26,021,457 25.4% AllianceBernstein L.P.
Common Shares Beneficially Owned as of February 17, 2025 February 9, 2024 February 16, 2023 Beneficial Owner (1) Amount Percentage Amount Percentage Amount Percentage Oaktree Capital Group Holdings GP, LLC and certain of its advisory clients (2) 5,217,676 4.5% 6,107,983 7.3% 26,067,483 25.3% AllianceBernstein L.P.
Petros Pappas and Monarch entered into the Registration Rights Agreement. The Registration Rights Agreement provides Oaktree with certain demand registration rights and provides Oaktree and affiliates of Mr. Petros Pappas with certain shelf registration rights in respect of any of our common shares held by them, subject to certain conditions, including those shares acquired in July 2014.
The Registration Rights Agreement provides affiliates of Mr. Petros Pappas with certain shelf registration rights in respect of any of our common shares held by them, subject to certain conditions, including those shares acquired in July 2014.
The address for these entities (collectively, the “Oaktree Funds”) is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. (3) Pursuant to SC 13G filing dated February 14, 2024. (4) These numbers of shares do not include shares beneficially owned by Messrs.
The principal address for these entities (collectively, the “Oaktree Funds”) is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. (3) Pursuant to schedule 13G filing dated November 15, 2024. (4) These numbers of shares do not include shares beneficially owned by Ms. Pappas or Messrs.
During the years ended December 31, 2021, 2022 and 2023, the brokerage commission charged by Interchart amounted to $3.9 million, $4.1 million and $4.1 million, respectively, and is included in “Voyage expenses” in the consolidated income statements. 100 Table of Contents StarOcean Manning Philippines Inc. We have 25% ownership interest in StarOcean Manning Philippines, Inc.
During the years ended December 31, 2022, 2023 and 2024, the brokerage commission charged by Interchart amounted to $4.1 million, respectively, and is included in “Voyage expenses” in the consolidated income statements. StarOcean Manning Philippines Inc. We have a 25% ownership interest in StarOcean Manning Philippines, Inc.
For additional information see “Item 6. Directors, Senior Management and Employees –– B. Compensation of Directors and Senior Management. Office Lease Agreements On January 1, 2012, Starbulk S.A. entered into a lease agreement for office space with Combine Marine Ltd., or Combine Ltd., a company controlled by Mrs. Milena-Maria Pappas and by Mr.
For additional information see “Item 6. Directors, Senior Management and Employees––B. Compensation of Directors and Senior Management. Office Lease Agreements On January 1, 2012, Starbulk S.A. entered into a lease agreement for office space with Combine Marine Ltd., or Combine Ltd., a company controlled by Mr. Alexandros Pappas, the son of our Chief Executive Officer, Mr. Petros Pappas.
Up until June 2022, the respective management agreements were progressively terminated for all the vessels managed previously by Augustea Technoservices Ltd. The management fees incurred for the years ended December 31, 2021 and 2022 were $6.5 million and $1.3 million, respectively, and are included in “Management fees” in the consolidated income statements.
Up until June 2022, the respective management agreements were progressively terminated for all the vessels managed previously by Augustea Technoservices Ltd. The management fees incurred in 2022 until the termination of all management agreements with Augustea Technoservices Ltd were $1.3 million, and are included in “Management fees” in the consolidated income statement for the year ended December 31, 2022.
Voting At any meeting of our shareholders, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all of our shares beneficially owned by them (and which are entitled to vote on such matter) in excess of the Voting Cap as of the record date for the determination of our shareholders entitled to vote or consent to such matter, with respect to each matter on which our shareholders are entitled to vote or consent, in the same proportion (for or against) as all shares owned by other of our shareholders.
Voting At any meeting of our shareholders, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all of our shares beneficially owned by them (and which are entitled to vote on such matter) in excess of the Voting Cap as of the record date for the determination of our shareholders entitled to vote or consent to such matter, with respect to each matter on which our shareholders are entitled to vote or consent, in the same proportion (for or against) as all shares owned by other of our shareholders. 91 Table of Contents Except as described below, in any election of directors to the Board of Directors, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all of our shares beneficially owned by them (and which are entitled to vote on such matter) in favor of the slate of nominees approved by the Nomination and Corporate Governance Committee.
Petros Pappas ceases to be a Director, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all shares beneficially owned by them in excess of the Voting Cap in the same proportion (for or against) as all shares owned by other of our shareholders. 108 Table of Contents Standstill Restrictions Under the terms of the Pappas Shareholders Agreement, until the Pappas Shareholders Agreement is terminated, neither the Pappas Shareholders nor any of their Affiliates will in any manner, directly or indirectly, (i) enter into any tender or exchange offer, merger, acquisition transaction or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company, (ii) make, or in any way participate, directly or indirectly, in any solicitations of proxies, consents or authorizations to vote, or seek to influence any Person other than the Pappas Shareholders with respect to the voting of, any Voting Securities of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nominating and Corporate Governance Committee), (iii) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nominating and Corporate Governance Committee), (iv) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nominating and Corporate Governance Committee), or (v) enter into any negotiations, arrangements or understandings with any third-party with respect to any of the foregoing activities.
Standstill Restrictions Under the terms of the Pappas Shareholders Agreement, until the Pappas Shareholders Agreement is terminated, neither the Pappas Shareholders nor any of their Affiliates will in any manner, directly or indirectly, (i) enter into any tender or exchange offer, merger, acquisition transaction or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company, (ii) make, or in any way participate, directly or indirectly, in any solicitations of proxies, consents or authorizations to vote, or seek to influence any Person other than the Pappas Shareholders with respect to the voting of, any Voting Securities of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nomination and Corporate Governance Committee), (iii) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nomination and Corporate Governance Committee), (iv) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nomination and Corporate Governance Committee), or (v) enter into any negotiations, arrangements or understandings with any third-party with respect to any of the foregoing activities.
Capitalized terms that are used in this description of the Oaktree Shareholders Agreement but not otherwise defined below have the meanings ascribed to them under the caption, “Certain Definitions.” General The Oaktree Shareholders Agreement was entered into on the date the mergers pursuant to which Oceanbulk Shipping LLC and Oceanbulk Carriers LLC merged with and into wholly owned subsidiaries of Star Bulk were completed (July 11, 2014) (the “Oceanbulk Merger”) and governs the ownership interest of Oaktree and its affiliated investment funds that own Common Shares (and any Affiliates (as defined below) of the foregoing persons that become Oaktree Shareholders pursuant to a transfer or other acquisition of our Equity Securities (as defined below) in accordance with the terms of the Oaktree Shareholders Agreement, collectively, the “Oaktree Shareholders”) following the Oceanbulk Merger.
Oaktree Shareholders Agreement The Oaktree Shareholders Agreement was entered into on the date the mergers pursuant to which Oceanbulk Shipping LLC and Oceanbulk Carriers LLC merged with and into wholly owned subsidiaries of Star Bulk were completed (July 11, 2014) (the “Oceanbulk Merger”) and governed the ownership interest of Oaktree and its affiliated investment funds that owned common shares (and any affiliates of the foregoing persons that became Oaktree Shareholders pursuant to a transfer or other acquisition of our equity securities (as defined below) in accordance with the terms of the Oaktree Shareholders Agreement, collectively, the “Oaktree Shareholders”) following the Oceanbulk Merger.
C. Interests of Experts and Counsel Not Applicable. 111 Table of Contents
C. Interests of Experts and Counsel Not Applicable.
The Second Oaktree Share Repurchase was completed in early December 2023 with the repurchased shares being withdrawn and cancelled. In total, 20 million shares were repurchased and the aggregate ownership of Oaktree and its affiliated funds was reduced from approximately 25.3% of the Company’s outstanding common stock to approximately 7.3%.
In total, 20 million shares were repurchased and the aggregate ownership of Oaktree and its affiliated funds was reduced from approximately 25.3% of the Company’s outstanding common stock to approximately 7.3%.
(“Parallel 2”), (iii) 3,097,351 shares held by Oaktree Dry Bulk Holdings LLC (“Dry Bulk Holdings”), (iv) 522,975 shares held by Oaktree OBC Container Holdings LLC, a Marshall Island limited liability company (“Oaktree OBC”) and (v) 68,535 shares held by OCM FIE, LLC (“FIE”).
(“Parallel 2”), (iii) 1,789,090 shares held by Oaktree Dry Bulk Holdings LLC (“Dry Bulk Holdings”), (iv) 522,975 shares held by Oaktree OBC Container Holdings LLC, a Marshall Island limited liability company (“Oaktree OBC”), (v) 68,535 shares held by OCM FIE, LLC (“FIE”) and (vi) 1,439,745 shares held by OCM Opps EB Holdings, Ltd. (“EB Holdings”).
(3) 5,352,768 6.4% 6,476,150 6.3% n/a n/a Fidelity Management & Research n/a n/a n/a n/a 6,172,233 6.0% Entities affiliated with Raffaele Zagari 2,123,500 2.5% 2,200,000 2.1% 3,517,889 3.4% Entities affiliated with Petros Pappas 4,044,168 4.8% 3,791,868 3.7% 3,632,168 3.6% Directors and executive officers of the Company, in the aggregate (4) 1,244,947 1.5% 932,529 0.9% 3,054,683 3.0% _______________ (1) Percentage amounts based on 84,016,892 common shares outstanding as of February 9, 2024, 102,857,416 common shares outstanding as of February 16, 2023 and 102,294,758 common shares outstanding as of February 16, 2022.
(3) 0 0.0% 5,352,768 6.4% 6,476,150 6.3% Entities affiliated with Raffaele Zagari 2,141,500 1.8% 2,123,500 2.5% 2,200,000 2.1% Entities affiliated with Petros Pappas 4,261,768 3.6% 4,044,168 4.8% 3,791,868 3.7% Directors and executive officers of the Company, in the aggregate (4) 1,441,165 1.2% 1,244,947 1.5% 932,529 0.9% (1) Percentage amounts based on 117,127,531 common shares outstanding as of February 17, 2025, 84,016,892 common shares outstanding as of February 9, 2024 and 102,857,416 common shares outstanding as of February 16, 2023.
Based upon the number of our shares outstanding as of February 9, 2024, the Pappas Shareholders beneficially own approximately 4.8% of our total issued and outstanding common shares of the Company.
Based upon the number of our shares outstanding as of February 17, 2025, the Pappas Shareholders beneficially own approximately 3.6% of our total issued and outstanding common shares of the Company.
In addition, on December 21, 2016, Starbulk S.A., entered into a lease agreement for office space with Alma Properties, a company controlled by Mrs. Milena-Maria Pappas. The lease agreement provides for a monthly rental of €300 (approximately $330, using the exchange rate as of December 31, 2023, which was $1.10 per euro). Interchart Shipping Inc.
The lease agreement provides for a monthly rental of €2,590 (approximately $2,700, using the exchange rate as of December 31, 2024, which was $1.04 per euro). In addition, on December 21, 2016, Starbulk S.A., entered into a lease agreement for office space with Alma Properties, a company controlled by Mr. Alexandros Pappas.
Item 7. Major Shareholders and Related Party Transactions 98 Table of Contents A.
Item 7. Major Shareholders and Related Party Transactions A.
“ Equity Securities ” means, with respect to any entity, all forms of equity securities in such entity or any successor of such entity (however designated, whether voting or non-voting), all securities convertible into or exchangeable or exercisable for such equity securities, and all warrants, options or other rights to purchase or acquire from such entity or any successor of such entity, such equity securities, or securities convertible into or exchangeable or exercisable for such equity securities, including, with respect to the Company, the Common Shares and Preferred Shares.
“ Equity Securities ” means, with respect to any entity, all forms of equity securities in such entity or any successor of such entity (however designated, whether voting or non-voting), all securities convertible into or exchangeable or exercisable for such equity securities, and all warrants, options or other rights to purchase or acquire from such entity or any successor of such entity, such equity securities, or securities convertible into or exchangeable or exercisable for such equity securities, including, with respect to the Company, the Common Shares and Preferred Shares. 93 Table of Contents “ Voting Cap ” means, as of any date of determination, the number of Voting Securities of the Company equal to the product of (a) the total number of outstanding Voting Securities of the Company as of such date multiplied by (b) 14.9%.
The participation to CCL is accounted for as an equity method investment. Our initial investment of $0.1 million in CCL Pool is presented within “Long term investment” in the consolidated balance sheet.
The participation to CCL is accounted for as an equity method investment. Our initial investment of $0.1 million in CCL Pool is presented within “Long term investment” in the consolidated balance sheet. Our subsequent share of results in CCL Pool was insignificant for the years ended December 31, 2022, 2023 and 2024.
In the case of a Contested Election, Oaktree Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all shares beneficially owned by them in excess of the Voting Cap in the same proportion (for or against) as all of our shares that are owned by our other shareholders (other than the Oaktree Shareholders, any of their Affiliates or any Group which includes any of the foregoing) are voted or consents are given with respect to such Contested Election.
Petros Pappas ceases to be a Director, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all shares beneficially owned by them in excess of the Voting Cap in the same proportion (for or against) as all shares owned by other of our shareholders.
On September 21, 2023 and on October 30, 2023, we agreed to the First Oaktree Share Repurchase and the Second Oaktree Share Repurchase, respectively from Oaktree. The First Oaktree Share Repurchase was completed in early October 2023 with the repurchased shares being withdrawn and cancelled.
The First Oaktree Share Repurchase was completed in early October 2023 with the repurchased shares being withdrawn and cancelled. The Second Oaktree Share Repurchase was completed in early December 2023 with the repurchased shares being withdrawn and cancelled.
(2) Pursuant to schedule 13D dated December 1, 2023: (i) 2,397,106 shares held by Oaktree Opportunities Fund IX Delaware, L.P. (“Fund IX”), (ii) 22,016 shares held by Oaktree Opportunities Fund IX (Parallel 2), L.P.
(2) Pursuant to schedule 13D dated July 2, 2024: (i) 1,384,614 shares held by Oaktree Opportunities Fund IX Delaware, L.P. (“Fund IX”), (ii) 12,717 shares held by Oaktree Opportunities Fund IX (Parallel 2), L.P.
Iblea Ship Management Limited In 2021, we appointed Iblea Ship Management Limited, an entity affiliated with one of our directors, Mr. Zagari, to provide certain management services to certain vessels, which were previously managed by Augustea Technoservices Ltd. During 2022 the management of certain vessels previously managed by Iblea Ship Management Limited was changed from third-party to in-house.
Zagari, to provide certain management services to certain vessels, which were previously managed by Augustea Technoservices Ltd. 90 Table of Contents During 2022, 2023 and 2024, the management of certain vessels previously managed by Iblea Ship Management Limited was changed from third-party to in-house.
Pursuant to each of these consultancy agreements, we are required to pay an aggregate base fee of $0.5 million per annum to these three companies. Additionally, pursuant to these agreements, these entities are entitled to receive an annual discretionary bonus, as determined by our Board of Directors in its sole discretion.
Additionally, pursuant to these agreements, these entities are entitled to receive an annual discretionary bonus, as determined by our Board of Directors in its sole discretion.
Corporate Opportunity From and after the date of the Pappas Shareholders Agreement and through and including the earliest of (x) the date of termination of the Pappas Shareholders Agreement, (y) the 36-month anniversary of the date of the Pappas Shareholders Agreement and (z) the date that Petros Pappas ceases to be our Chief Executive Officer, if a Pappas Shareholder (or any Affiliate thereof) acquires knowledge of a potential dry bulk transaction or dry bulk matter which may, in such Pappas Shareholder’s good faith judgment, be a business opportunity for both such Pappas Shareholder and the Company (subject to certain exceptions), such Pappas Shareholder (and its Affiliate) has the duty to promptly communicate or offer such opportunity to the Company.
Other Agreements All transactions involving the Pappas Shareholders or their Affiliates, on the one hand, and the Company or its Subsidiaries, on the other hand, will require Disinterested Director Approval; provided, that Disinterested Director Approval will not be required for pro rata participation in primary offerings of our Equity Securities based on number of outstanding Voting Securities held. 92 Table of Contents Corporate Opportunity From and after the date of the Pappas Shareholders Agreement and through and including the earliest of (a) the date of termination of the Pappas Shareholders Agreement and (b) the date that Petros Pappas ceases to be our Chief Executive Officer, if a Pappas Shareholder (or any Affiliate thereof) acquires knowledge of a potential dry bulk transaction or dry bulk matter which may, in such Pappas Shareholder’s good faith judgment, be a business opportunity for both such Pappas Shareholder and the Company (subject to certain exceptions), such Pappas Shareholder (and its Affiliate) has the duty to promptly communicate or offer such opportunity to the Company.
Based on the number of our outstanding common shares on February 9, 2024, the Oaktree Shareholders beneficially own approximately 7.3% of the common shares outstanding of the Company as of that date. Representation on the Board of Directors Our Board of Directors is comprised of nine Directors.
Based on the number of our outstanding common shares on July 2, 2024, the Oaktree Shareholders beneficially own approximately 4.6% of the common shares outstanding of the Company as of that date.
Related Party Transactions –– Registration Rights Agreement.” As of February 9, 20 24, 84,016,892 of o ur outstanding common shares were held in the United States by 287 holders of record, including Cede & Co., the nominee for the Depository Trust Company, which held 76,165,808 of those shares. 99 Table of Contents B.
Related Party Transactions––Registration Rights Agreement and Related Registration Statements.” As of February 17, 2025, 117,127,531 of our outstanding common shares were held in the United States by 354 holders of record, including Cede & Co., the nominee for the Depository Trust Company, which held 110,662,234 of those shares. B.
As of December 31, 2022 and 2023, we had outstanding receivables of $0.3 million and outstanding payable of $0.02 million, respectively, from Oceanbulk Maritime S.A and its affiliates for payments made by us on its behalf for certain administrative items.
As of December 31, 2023 and 2024, we had outstanding payables of $0.02 million and outstanding receivables of $0.002 million, respectively, from Oceanbulk Maritime S.A and its affiliates for payments made by us on its behalf for certain administrative items. 89 Table of Contents Consultancy Agreements During the years ended December 31, 2022, 2023 and 2024 and as of December 31, 2024, we were a party to consultancy agreements in each case with separate companies owned and controlled by certain of our Company’s executives including our Co-Chief Financial Officers, Messrs.
In 2014, we acquired 33% of the total outstanding common stock of Interchart. The ownership interest was purchased from an entity affiliated with family members of our Chief Executive Officer. This investment is accounted for as an equity method investment and is presented within “Long term investment” in the consolidated balance sheets.
The lease agreement provides for a monthly rental of €300 (approximately $312, using the exchange rate as of December 31, 2024, which was $1.04 per euro). Interchart Shipping Inc. In 2014, we acquired 33% of the total outstanding common stock of Interchart. The ownership interest was purchased from an entity affiliated with family members of our Chief Executive Officer.
Pappas Shareholders Agreement The following is a summary of the material terms of the Pappas Shareholders Agreement.
As Oaktree Shareholders beneficially own less than 5% of the common shares outstanding of the Company, the Oaktree Shareholders Agreement is no longer in effect as of July 2, 2024. Pappas Shareholders Agreement The following is a summary of the material terms of the Pappas Shareholders Agreement.
We entered into a services agreement with Interchart for chartering, brokering and commercial services for all of our vessels which from August 1, 2019 until October 1, 2021 provided for a monthly fee of $315,000 ($325,000 monthly fee for the earlier period in 2019) and then amended to increase the monthly fee to $345,000 until December 31, 2023.
This investment is accounted for as an equity method investment and is presented within “Long term investment” in the consolidated balance sheets. We have entered into a services agreement with Interchart for chartering, brokering and commercial services for a monthly fee of $345,000 until December 31, 2024.
“ Voting Cap ” means, as of any date of determination, the number of Voting Securities of the Company equal to the product of (a) the total number of outstanding Voting Securities of the Company as of such date multiplied by (b) 14.9%. Registration Rights Agreement and Related Registration Statements On July 11, 2014, Oaktree, affiliates of Mr.
Registration Rights Agreement and Related Registration Statements On July 11, 2014, Oaktree, affiliates of Mr. Petros Pappas and Monarch entered into the Registration Rights Agreement. As the Oaktree Shareholders beneficially owned less than 5% of the common shares outstanding of the Company as of July 2, 2024, the Registration Rights Agreement terminated with respect to Oaktree as of that date.
Removed
Major Shareholders and Related Party Transactions –– B.
Added
Simos Spyrou and Christos Begleris and our Chief Operating Officer, Mr. Nicos Rescos. Pursuant to each of these consultancy agreements, we are required to pay an aggregate base fee of $0.7 million per annum to these companies.
Removed
Consultancy Agreements During the years ended December 31, 2021, 2022 and 2023 and as of December 31, 2023, we were a party to three consultancy agreements in each case with a separate company owned and controlled by each of our Co-Chief Financial Officers, Messrs. Simos Spyrou and Christos Begleris and our Chief Operating Officer, Mr. Nicos Rescos.
Added
Iblea Ship Management Limited and affiliates In 2021, we appointed Iblea Ship Management Limited and affiliates, an entity affiliated with one of our directors, Mr.
Removed
Alexandros Pappas, both of whom children of our Chief Executive Officer, Mr. Petros Pappas. The lease agreement provides for a monthly rental of €2,500 (approximately $2,750, using the exchange rate as of December 31, 2023, which was $1.10 per euro).
Added
On September 21, 2023 and on October 30, 2023, we agreed to repurchase 10.0 million of our common shares at a price of $18.50 per common share (the “First Oaktree Share Repurchase”) and 10.0 million of our common shares at a price of $19.50 per common share (the “Second Oaktree Share Repurchase”), respectively from Oaktree.
Removed
Augustea Oceanbulk Maritime Malta Ltd. (“AOM”) On September 24, 2019, we chartered-in the vessel AOM Marta , which is owned by AOM, an entity affiliated with Augustea Atlantica SpA and certain members of our Board of Directors. The agreed rate for chartering-in AOM Marta was index-linked, and the vessel was redelivered to her owners on June 8, 2021.
Removed
The charter-in expense for the year ended December 31, 2021 was $4.1 million and is included in “Charter-in hire expenses” in the consolidated income statement.
Removed
Our subsequent share of results in CCL Pool was insignificant for the years ended December 31, 2021, 2022 and 2023. 101 Table of Contents Oaktree Shareholders Agreement The following is a summary of the material terms of the Oaktree Shareholders Agreement.
Removed
The Oaktree Shareholders are entitled to nominate four (but in no event more than four) Directors (each such nominee, including the persons designated at the closing of the Oceanbulk Merger as described in the preceding paragraph the “Oaktree Designees”) to the Board of Directors if the Oaktree Shareholders and their Affiliates in the aggregate beneficially own (for purposes of the Oaktree Shareholders Agreement and this summary, as such term is defined in Rule 13d-3 under the Exchange Act) 40% or more of our outstanding Voting Securities.
Removed
We refer to such nominees, as described in the immediately preceding sentence, including the persons designated at the closing of the Oceanbulk Merger, as the Oaktree Designees. During any period the Oaktree Shareholders are entitled to nominate four Directors pursuant to the Oaktree Shareholders Agreement: (i) if Mr.
Removed
Petros Pappas is then serving as our Chief Executive Officer and as a Director, then the Oaktree Shareholders are entitled to nominate only three Directors and (ii) at least one of the Oaktree Designees will not be a citizen or resident of the United States solely to the extent that (x) at least one of the nominees to the Board of Directors (other than the Oaktree Designees) is a United States citizen or resident and (y) as a result, we would not qualify as a “foreign private issuer” under Rule 405 under the Securities Act and Rule 3b-4(c) under the Exchange Act if such Oaktree Designee is a citizen or resident of the United States.
Removed
The Oaktree Shareholders are entitled to nominate three directors, two directors and one director to the Board of Directors for so long as the Oaktree Shareholders and their Affiliates beneficially own 25% or more, but less than 40% of the outstanding Voting Securities, own 15% or more, but less than 25% of the outstanding Voting Securities and own 5% or more, but less than 15% of our outstanding Voting Securities, respectively.
Removed
Pursuant to the First Oaktree Share Repurchase and the resulting reduction of Oaktree’s shareholding percentage to approximately 17.2% in the Company, Oaktree has caused one of its designee directors, Mr. Ryan Lee, to resign from our Board of Directors. Mr.
Removed
Lee served on our Board since August 30, 2023 as a Class B director and was a member of the Nomination and Corporate Governance Committee. Pursuant to the Second Oaktree Share Repurchase and the resulting reduction of Oaktree’s shareholding percentage to approximately 7.3% in the Company, Oaktree has caused one of its designee directors, Ms.
Removed
Katherine Ralph, to resign from our Board of Directors. Ms. Ralph served on our Board as a Class A director. Currently, Oaktree is entitled to nominate one director and the director currently designated by Oaktree is Mr.
Removed
Lau. 102 Table of Contents We have also agreed to establish and maintain an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”), as well as such other Board of Directors committees as the board of directors deems appropriate from time to time or as may be required by applicable law or the rules of Nasdaq (or other stock exchange or securities market on which the Common Shares are at any time listed or quoted).
Removed
The committees will have such duties and responsibilities as are customary for such committees, subject to the provisions of the Oaktree Shareholders Agreement.
Removed
The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee will consist of at least three Directors, with the number of members determined by the Board of Directors; provided, however, that if in the future the Oaktree Shareholders and their Affiliates in the aggregate beneficially own 15% or more of our outstanding Voting Securities, the Compensation Committee and the Nominating and Corporate Governance Committee will consist of three members each, and the Oaktree Shareholders are entitled to include one Oaktree Designee on each such Committee.
Removed
The Board of Directors will appoint individuals selected by the Nominating and Corporate Governance Committee to fill the positions on the committees of the Board of Directors that are not required to be filled by Oaktree Designees. See “Item 6.
Removed
Directors and Senior Management.” Directors serve on the board until their resignation or removal or until their successors are nominated and appointed or elected; provided, that if the number of Directors that the Oaktree Shareholders are entitled to nominate pursuant to the Oaktree Shareholders Agreement is reduced by one or more Directors, then the Oaktree Shareholders shall, within 5 business days, cause such number of Oaktree Designees then serving on the Board of Directors to resign from the Board of Directors as is necessary so that the remaining number of Oaktree Designees then serving on the Board of Directors is less than or equal to the number of Directors that the Oaktree Shareholders are then entitled to nominate.
Removed
However, no such resignation will be required if a majority of the Directors then in office (other than the Oaktree Designees) provides written notification to the Oaktree Shareholders within such 5-business day period that such resignation will not be required.
Removed
If any Oaktree Designee serving as a Director dies or is unwilling or unable to serve as such or is otherwise removed or resigns from office, then the Oaktree Shareholders can promptly nominate a successor to such Director (to the extent they are still entitled to pursuant to the Oaktree Shareholders Agreement).
Removed
We have agreed to take all actions necessary in order to ensure that such successor is appointed or elected to the Board of Directors as promptly as practicable.
Removed
If the Oaktree Shareholders are not entitled to nominate any vacant Director position(s), we and the Board of Directors will fill such vacant Director position(s) with an individual(s) selected by the Nominating and Corporate Governance Committee.
Removed
Voting Except with respect to any Excluded Matter (as defined below), at any meeting of our shareholders, Oaktree Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all our Voting Securities beneficially owned by them (and which are entitled to vote on such matter) in excess of the Voting Cap as of the record date for the determination of our shareholders entitled to vote or consent to such matter, with respect to each matter on which our shareholders are entitled to vote or consent, in the same proportion (for or against) as our Voting Securities that are owned by shareholders (other than an Oaktree Shareholder, any of their Affiliates or any Group (for purposes of the Oaktree Shareholders Agreement and this summary, as such term is defined in Section 13(d)(3) of the Exchange Act), which includes any of the foregoing) are voted or consents are given with respect to each such matter. 103 Table of Contents In any election of directors to the Board of Directors, except with respect to an election of Directors to the Board of Directors where one or more members of the slate of nominees put forward by the Nominating and Corporate Governance Committee is being opposed by one or more competing nominees (a “Contested Election”), the Oaktree Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all our shares beneficially owned by them (and which are entitled to vote on such matter) in favor of the slate of nominees approved by the Nominating and Corporate Governance Committee.
Removed
If in the future the Oaktree Shareholders and their affiliates in the aggregate beneficially own at least 33% of the outstanding Voting Securities of the Company, without the prior written consent of Oaktree, we and the Board of Directors have agreed not to, directly or indirectly (whether by merger, consolidation or otherwise), (i) issue Preferred Shares or any other class or series of our Equity Interests that ranks senior to the shares as to dividend distributions and/or distributions upon the liquidation, winding up or dissolution of the Company or any other circumstances, (ii) issue Equity Securities to a person or Group, if, after giving effect to such transaction, such issuance would result in such Person or Group beneficially owning more than 20% of our outstanding Equity Securities (except that we and the Board of Directors retain the right to issue Equity Securities in connection with a merger or other business combination transaction with the consent of the Oaktree Shareholders), or (iii) issue any Equity Securities of any of our subsidiaries (other than to the Company or a wholly-owned subsidiary of the Company).
Removed
During the 18 months following the closing date, which period has now expired, we and the board also agreed not to terminate the Chief Executive Officer or any other of our officers set forth in the Oaktree Shareholders Agreement, except if such termination were to have been for Cause (as defined in our 2014 Equity Incentive Plan).
Removed
Standstill Restrictions If in the future the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our outstanding Voting Securities, the Oaktree Shareholders and their Affiliates have agreed not to, directly or indirectly, acquire (i) the beneficial ownership of any additional of our Voting Securities, (ii) the beneficial ownership of any other of our Equity Securities that derive their value from any of our Voting Securities or (iii) any rights, options or other derivative securities or contracts or instruments to acquire such beneficial ownership that derive their value from such Voting Securities or other Equity Securities, in each case of clauses (i), (ii) and (iii), if, immediately after giving effect to any such acquisition, Oaktree Shareholders and their Affiliates would beneficially own in the aggregate more than a percentage of our outstanding Voting Securities equal to (A) the Oaktree Shareholders’ ownership percentage of our Voting Securities immediately after the closing of the Oceanbulk Merger (i.e., approximately 61.3%) plus (B) 2.5%.
Removed
The foregoing restrictions do not apply to participation by the Oaktree Shareholders or their Affiliates in: (i) pro rata primary offerings of our Equity Securities based on number of outstanding Voting Securities held or (ii) acquisitions of our Equity Securities that have received Disinterested Director Approval (as defined below).
Removed
If in the future the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our Voting Securities, unless specifically invited in writing by the Board of Directors (with Disinterested Director Approval), neither Oaktree nor any of their Affiliates will in any manner, directly or indirectly, (i) enter into any tender or exchange offer, merger, acquisition transaction or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company, (ii) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies,” “consents” or “authorizations” (as such terms are used in the proxy rules of the Commission promulgated under the Exchange Act) to vote, or seek to influence any person other than the Oaktree Shareholders with respect to the voting of, any of our Voting Securities (other than with respect to the nomination of the Oaktree Designees and any other nominees proposed by the Nominating and Corporate Governance Committee), (iii) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of the Oaktree Designees and any other nominees proposed by the Nominating and Corporate Governance Committee), or (iv) enter into any negotiations, arrangements or understandings with any third-party with respect to any of the foregoing activities.
Removed
However, if (i) we publicly announce our intent to pursue a tender offer, merger, sale of all or substantially all of our assets or any similar transaction, which in each such case would result in a Change of Control Transaction, or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company and its subsidiaries, taken as a whole, then the Oaktree Shareholders are permitted to privately make an offer or proposal to the Board of Directors and (ii) if the Board of Directors approves, recommends or accepts a buyout transaction with an Unaffiliated Buyer, the restrictions of the Oaktree Shareholders’ participation in such transaction will cease to apply, except that any such actions must be discontinued upon the termination or abandonment of the applicable buyout transaction (unless the Board of Directors determines otherwise with Disinterested Director Approval).
Removed
Limitations on Transfer; No Control Premium If in the future Oaktree and their Affiliates in the aggregate beneficially own at least 10% of our Voting Securities, the Oaktree Shareholders and their Affiliates have agreed not to sell any of their Common Shares to a person or group that, after giving effect to such transaction, would hold more than 20% of our outstanding Equity Securities.
Removed
Notwithstanding the foregoing, the Oaktree and their Affiliates may sell their shares in the Company to any person or Group pursuant to: · sales that have received Disinterested Director Approval; · a tender offer or exchange offer, by an Unaffiliated Buyer, that is made to all of our shareholders, so long as such offer would not result in a Change of Control Transaction, unless the consummation of such Change of Control Transaction has received Disinterested Director Approval; · transfers to an Affiliate of the Oaktree Shareholders that is an investment fund or managed account in accordance with the Oaktree Shareholders Agreement; and · sales in the open market (including sales conducted by a third-party underwriter, initial purchaser or broker-dealer) in which the Oaktree Shareholder or their Affiliates do not know (and would not in the exercise of reasonable commercial efforts be able to determine) the identity of the purchaser.
Removed
If in the future the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our Voting Securities, neither the Oaktree Shareholders nor any of their Affiliates will sell or otherwise dispose of any of their Common Shares in any Change of Control Transaction unless our other shareholders of the Company are entitled to receive the same consideration per Common Share (with respect to the form of consideration and price), and at substantially the same time, as the Oaktree Shareholders or their Affiliates with respect to their Common Shares in such transaction. 104 Table of Contents Other Agreements For so long as the Oaktree Shareholders are entitled to nominate at least one Director, all transactions involving the Oaktree Shareholders or their Affiliates, on the one hand, and the Company or its subsidiaries, on the other hand, will require Disinterested Director Approval; provided, that Disinterested Director Approval will not be required for (a) pro rata participation in primary offerings of our Equity Securities based on number of outstanding Voting Securities held, (b) arms-length ordinary course business transactions of not more than $5 million in the aggregate per year with portfolio companies of the Oaktree Shareholders or investment funds or accounts Affiliated with the Oaktree Shareholders or (c) the transactions expressly required or expressly permitted under the merger agreement relating to Heron, the Registration Rights Agreement and the Oaktree Shareholders Agreement.
Removed
We have also agreed to waive (on behalf of itself and its subsidiaries) the application of the doctrine of corporate opportunity, or any other analogous doctrine, with respect to the Company and its subsidiaries, to the Oaktree Designees, to any of the Oaktree Shareholders or to any of the respective Affiliates of the Oaktree Designees or any of the Oaktree Shareholders.
Removed
None of the Oaktree Designees, any Oaktree Shareholder or any of their respective Affiliates has any obligation to refrain from (i) engaging in the same or similar activities or lines of business as the Company or any of its subsidiaries or developing or marketing any products or services that compete, directly or indirectly, with those of the Company or any of its subsidiaries, (ii) investing or owning any interest publicly or privately in, or developing a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or any of its subsidiaries or (iii) doing business with any client or customer of the Company or any of its subsidiaries (each of the activities referred to in clauses (i), (ii) and (iii), a “Specified Activity”).

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